As filed with the Securities and Exchange Commission on March 16, 2005
                                                     Registration No. 333-118860
================================================================================

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-11
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
        (Exact name of registrant as specified in governing instruments)

                         ------------------------------

                              2901 BUTTERFIELD ROAD
                            OAK BROOK, ILLINOIS 60523
                                 (630) 218-8000
               (Address, including zip code, and telephone number,
              including, area code of Principal executive offices)

                             ----------------------

                              ROBERT H. BAUM, ESQ.
           VICE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             THE INLAND GROUP, INC.
                              2901 BUTTERFIELD ROAD
                            OAK BROOK, ILLINOIS 60523
                                 (630) 218-8000
          (Name and address, including zip code, and telephone number,
                    including area code of agent for service)

                           --------------------------

                                 WITH A COPY TO:
                             DAVID J. KAUFMAN, ESQ.
                                DUANE MORRIS LLP
                             227 WEST MONROE STREET
                                   SUITE 3400
                             CHICAGO, ILLINOIS 60606
                                 (312) 499-6700

--------------------------------------------------------------------------------

================================================================================

                                        i


This Post-Effective Amendment No. 1 consists of the following:

1. Supplement No. 12 dated March 16, 2005 to the Registrant's Prospectus dated
December 21, 2004, included herewith, which will be delivered as an unattached
document along with the Prospectus dated December 21, 2004.

2. The Registrant's final form of Prospectus dated December 21, 2004, previously
filed pursuant to Rule 424(b)(1) on December 21, 2004 and refiled herewith.

3.  Part II, included herewith.

4.  Signatures, included herewith.

                                       ii


                                SUPPLEMENT NO. 12
                              DATED MARCH 16, 2005
                    TO THE PROSPECTUS DATED DECEMBER 21, 2004
                OF INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

We are providing this Supplement No. 12 to you in order to supplement our
prospectus. This supplement updates information in the sections of our
prospectus noted in the table of contents below. This Supplement No. 12
supplements, modifies or supersedes certain information contained in our
prospectus, and prior Supplements No. 1 through 11 (dated December 29, 2004
through March 11, 2005) and must be read in conjunction with our prospectus.

                                TABLE OF CONTENTS



                                                             Supplement         Prospectus
                                                              Page No.           Page No.
                                                          ---------------------------------
                                                                            
Prospectus Summary                                               1                  1
Risk Factors                                                     5                 12
How We Operate                                                   8                 34
Conflicts of Interest                                            9                 36
Compensation Table                                              12                 40
Prior Performance of Our Affiliates                             13                 49
Management                                                      35                 68
Principal Stockholders                                          38                 95
Investment Objectives and Policies                              39                 99
Real Property Investments                                       41                109
Management's Discussion and Analysis of Our Financial
  Condition and Results of Operations                           57                298
Shares Eligible for Future Sale                                 71                332
Summary of Our Organizational Documents                         72                335
Stockholders' Meeting                                           72                335
Plan of Distribution                                            72                360
Litigation                                                      73                378
Relationships and Related Transactions                          73                378
Experts                                                         74                384


                               PROSPECTUS SUMMARY

THE FIFTH SENTENCE UNDER THE SECTION REGARDING "OUR SPONSOR, OUR BUSINESS
MANAGER/ADVISOR AND THE INLAND GROUP"" WHICH STARTS ON PAGE 2 OF OUR PROSPECTUS
HAS BEEN MODIFIED AS FOLLOWS:

Inland US Management LLC, Inland Southwest Management LLC and Inland Pacific
Property Services LLC, our property managers, are entities owned principally by
individuals who are affiliates of The Inland Group.

THE FIRST PARAGRAPH UNDER THE SECTION REGARDING "CONFLICTS OF INTEREST" WHICH
STARTS ON PAGE 4 OF OUR PROSPECTUS HAS BEEN SUPERCEDED IN THE ENTIRETY TO READ
AS FOLLOWS:

CONFLICTS OF INTEREST EXIST BETWEEN US AND SOME OF OUR AFFILIATES, INCLUDING OUR
BUSINESS MANAGER/ADVISOR. THESE AFFILIATES INCLUDE INLAND REAL ESTATE
CORPORATION, INLAND RETAIL REAL ESTATE TRUST, INC., INLAND REAL ESTATE EXCHANGE
CORPORATION AND INLAND AMERICAN REAL ESTATE

                                        1


TRUST, INC. INLAND REAL ESTATE CORPORATION IS A PUBLICLY TRADED REIT THAT IS 
SELF-ADMINISTERED AND GENERALLY PURCHASES SHOPPING CENTERS LOCATED IN THE 
MIDWEST. INLAND RETAIL REAL ESTATE TRUST, INC. IS SELF-ADMINISTERED AND 
GENERALLY PURCHASES SHOPPING CENTERS LOCATED EAST OF THE MISSISSIPPI RIVER. 
INLAND REAL ESTATE EXCHANGE CORPORATION IS A SUBSIDIARY OF INLAND REAL ESTATE 
INVESTMENT CORPORATION. INLAND REAL ESTATE EXCHANGE CORPORATION PROVIDES 
REPLACEMENT PROPERTIES FOR PEOPLE WISHING TO COMPLETE AN IRS SECTION 1031 REAL 
ESTATE EXCHANGE. ON FEBRUARY 11, 2005, INLAND AMERICAN REAL ESTATE TRUST, INC. 
FILED A REGISTRATION STATEMENT ON FORM S-11 TO REGISTER 500,000,000 SHARES OF 
COMMON STOCK AND UP TO 40,000,000 SHARES OF THEIR COMMON STOCK FOR 
PARTICIPANTS IN THEIR DISTRIBUTION REINVESTMENT PROGRAM. THE REGISTRATION 
STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE 
COMMISSION, AND THERE IS NO ASSURANCE WHEN AND IF IT WILL BE DECLARED 
EFFECTIVE. INLAND AMERICAN REAL ESTATE TRUST, INC. IS AFFILIATED WITH THE 
INLAND GROUP. INLAND AMERICAN REAL ESTATE TRUST, INC. HAS BEEN FORMED TO 
ACQUIRE COMMERCIAL REAL ESTATE, PRIMARILY RETAIL PROPERTIES AND MULTI-FAMILY, 
OFFICE AND INDUSTRIAL BUILDINGS, LOCATED IN THE UNITED STATES AND CANADA. 
INLAND AMERICAN REAL ESTATE TRUST, INC. MAY INVEST IN THOSE ASSETS DIRECTLY BY 
PURCHASING THE PROPERTY ALSO KNOWN AS A "FEE INTEREST" OR INDIRECTLY BY 
PURCHASING INTERESTS, INCLUDING CONTROLLING INTERESTS, IN "REAL ESTATE 
OPERATING COMPANIES." INLAND AMERICAN REAL ESTATE TRUST, INC. MAY ALSO INVEST 
IN OTHER REAL ESTATE ASSETS AND ENTITIES OWNING THOSE ASSETS, SUCH AS MORTGAGE 
LOANS SECURED BY COMMERCIAL REAL ESTATE. Midwest Real Estate Equities, Inc. is 
not a subsidiary of The Inland Group, Inc or its affiliates but does have some 
of the same shareholders as The Inland Group, Inc. Midwest Real Estate 
Equities buys, manages and sells commercial and multi-family property.

THE SECOND BULLET POINT AFTER THE SECOND PARAGRAPH UNDER THE SECTION "CONFLICTS
OF INTEREST" WHICH STARTS ON PAGE 4 OF OUR PROSPECTUS HAS BEEN SUPERCEDED IN THE
ENTIRETY TO READ AS FOLLOWS:

         -    substantial compensation payable by us to Inland Securities
              Corporation, Inland Western Retail Real Estate Advisory Services,
              Inc., Inland US Management LLC, Inland Southwest Management LLC
              and Inland Pacific Property Services LLC for their various
              services which may not be on market terms and is payable, in most
              cases, whether or not our stockholders receive distributions;

WE HAVE ADDED A FOURTH PARAGRAPH WITH RELATED BULLET POINTS UNDER THE SECTION
"CONFLICTS OF INTEREST" WHICH STARTS ON PAGE 4 OF OUR PROSPECTUS TO READ AS
FOLLOWS:

If and when Inland American Real Estate Trust, Inc.'s registration statement is
declared effective by the Securities and Exchange Commission, conflicts of
interest that may arise in connection with the sale of shares and use of the
offering's proceeds are as follows:

         -    competition for the time and attention of management and
              affiliates that provide services to us, which may limit the amount
              of time that these people may spend on our matters;

         -    potentially overlapping fiduciary duties owed by certain
              affiliated directors sitting on more than one board of directors;

         -    potentially overlapping fiduciary duties owed by certain directors
              particularly arising in the potential purchase of shopping or
              retails centers, and office buildings, located in the United
              States;

         -    Inland American Real Estate Trust, Inc. may compete for the same
              properties we are interested in;

                                        2


         -    Inland American Real Estate Trust, Inc. may acquire real estate
              operating companies that may have been a historical or future
              source for us to acquire properties from; and

         -    potential time and effort spent by Inland Securities Corporation
              on the selling of our securities and their sales effort related 
              to the sales of shares by Inland American Real Estate Trust, Inc.

WE HAVE SUPERCEDED THE FOLLOWING DESCRIPTION LOCATED UNDER THE NONSUBORDINATED
PAYMENTS AT THE OPERATIONAL STAGE WITHIN THE TABULAR SUMMARY OF FEES AS
DISCUSSED UNDER THE SECTION "COMPENSATION TO BE PAID TO OUR BUSINESS
MANAGER/ADVISOR AND AFFILIATES" WHICH STARTS ON PAGE 7 OF OUR PROSPECTUS IN THE
ENTIRETY, TO READ AS FOLLOWS:


                                                  
Property management fee                              4.5% of the gross income from the
This fee terminates upon a business combination      properties (cannot exceed 90% of the
with our property managers.                          fee which would be payable to an
                                                     unrelated third party). We will pay
                                                     the fee for services in connection with
                                                     the rental, leasing, operation and
                                                     management of the properties. For the
                                                     year ended December 31, 2004, and the
                                                     period from March 5, 2003 (inception) to
                                                     December 31, 2003, we have incurred and
                                                     paid property management fees of
                                                     $5,381,721 and $16,627, of which
                                                     $5,381,721 and $16,627 were retained by
                                                     Inland US Management LLC, Inland Southwest
                                                     Property Management LLC and Inland Pacific
                                                     Property Services LLC. Actual amounts we
                                                     will incur in the future cannot be
                                                     determined at the present time.



ORGANIZATIONAL CHART

THE ORGANIZATIONAL CHART UNDER THIS SECTION; WHICH IS LISTED ON PAGE 3 OF OUR
PROSPECTUS IS SUPERCEDED WITH THE FOLLOWING:

                                        3


The following organizational chart depicts the services that affiliates or our
sponsor will render to us and our organizational structure.

[CHART]

                              ORGANIZATIONAL CHART



               ------------------            ---------           ---------           ---------
               Daniel L. Goodwin*            Robert H.           G. Joseph           Robert D.
                                               Baum*              Cosenza*            Parks*
               ------------------            ---------           ---------           ---------
                       ||                       ||                  ||                   ||
                       ====================================================================
                                   ||                 ||                   ||
                            ----------------    ----------------    ----------------
                                Inland              Inland              Inland
                               Northwest           Southwest            Western
                               Management          Management          Management
                                 Corp.               Corp.               Corp.
                            ----------------    ----------------    ----------------
                                   ||                 ||                   ||
                            --------------------------------------------------------
                                         Inland Holdco Management LLC
                            --------------------------------------------------------
                                                      ||
                                    =============================================
                                    ||                    ||                    ||
                                    ||                    ||                    ||
                            --------------------  --------------------  --------------------
                                 Inland US          Inland Southwest      Inland Pacific
                                 Management       Property Management    Property Services
                                    LLC                  LLC                    LLC
                             (property manager)    (property manager)    (property manager)
                            --------------------  --------------------  --------------------
                                    |                     |                     |
                                    |                     |                     |
                                    =============================================
                                                          |
                                                          |
                                                          |
                                                          |
                            --------------------------------------------------------
                                    Property Management and Related Services
                            --------------------------------------------------------
                                                          |
                                                          |
                                                          |
                                                          |
  --------------------------------------------------------------------------------------------------------------------------------
                                           Inland Western Retail Real Estate Trust, Inc.
               We are principally owned by public investors. Ownership is represented by shares of our common stock
  --------------------------------------------------------------------------------------------------------------------------------




               ------------------            ---------           ---------           ---------
               Daniel L. Goodwin*            Robert H.           G. Joseph           Robert D.
                                               Baum*              Cosenza*            Parks*
               ------------------            ---------           ---------           ---------
                       ||                       ||                  ||                   ||
                       ====================================================================
                                                          ||
                                               -----------------------
                                               THE INLAND GROUP, INC.*
                                               -----------------------
                                                          ||
                                                          ||
        =======================================================================================================================
        ||                                    ||                                       ||                        ||         ||
        ||                                    ||                                       ||                        ||         ||
---------------------           ----------------------------------------------------------------------  ------------------- ||
     The Inland                                               Inland Real                                 The Inland Real   ||
      Services                                       Estate Investment Corporation                      Estate Transactions ||
     Group, Inc.                                            (our sponsor)                                    Group, Inc.    ||
---------------------           ----------------------------------------------------------------------  ------------------- ||
        ||                                                      ||                                       ||                 ||
        ||                              ====================================================             ||                 ||
        ||                              ||                      ||                        ||             ||                 ||
        ||                              ||                      ||                        ||             ||                 ||
---------------                 -----------------  -------------------------------  ------------------   ||  ----------------------
Inland Risk and                 Inland Securities    Inland Western Retail Real     Inland Partnership   ||      Inland Mortgage
   Insurance                       Corporation     Estate Advisory Services, Inc.     Property Sales     ||  Investment Corporation
  Management                                       (our business manager/advisor)      Corporation       ||
 Services, Inc.                                                                                          ||
---------------                 -----------------  -------------------------------  ------------------   ||  ----------------------
         |                             |                 |                                               ||              ||
         |                             |                 |         ========================================        ============
         |                             |                 |         ||           ||                       ||        ||         ||
         |                             |                 |    -----------   -----------   ------------------ ----------- ----------
    ------------                       |                 |    Inland Real   Inland Real       Inland Real      Inland      Inland
      Insurance                        |                 |      Estate        Estate            Estate        Mortgage    Mortgage
      Services                         |                 |    Sales, Inc.   Development   Acquisitions, Inc. Corporation  Servicing
    ------------                       |                 |                  Corporation                                  Corporation
         |                             |                 |    -----------   -----------   ------------------ ----------- -----------
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                             |                 |   --------------      |                 |              |            |
         |                             |                 |    Real Estate        |                 |              |            |
         |                             |                 |   Sales Services      |                 |              |            |
         |                             |                 |   --------------      |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                    ----------------  -----------------  |     ----------------      -----------  ---------    ---------
         |                    Securities Sales    Organization,    |     Construction and       Property    Mortgage     Mortgage
         |                                      Advisory and Real  |        Development        Acquisition  Brokerage      Loan
         |                                       Estate Services   |         Services           Services    Services     Servicing
         |                    ----------------  -----------------  |     ----------------      -----------  ---------    ---------
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
         |                             |                 |         |             |                 |              |            |
  --------------------------------------------------------------------------------------------------------------------------------
                                           Inland Western Retail Real Estate Trust, Inc.
                We are principally owned by public investors. Ownership is represented by shares of our common stock
  --------------------------------------------------------------------------------------------------------------------------------


* The four indicated individuals control The Inland Group, Inc. and own
substantially all of its stock.

Double lines indicate 100% ownership.
Single lines indicate service.

                                        4



                                  RISK FACTORS

THE SECOND SENTENCE UNDER THE DISCUSSION REGARDING "WE WILL COMPETE WITH REAL
ESTATE INVESTMENT PROGRAMS SPONSORED BY COMPANIES AFFILIATED WITH US FOR
ACQUISITION OF PROPERTIES AND FOR THE TIME AND SERVICES OF PERSONNEL " WHICH
STARTS ON PAGE 13 OF OUR PROSPECTUS HAS BEEN MODIFIED TO READ AS FOLLOWS:

These affiliated companies include Inland Real Estate Corporation, Inland Retail
Real Estate Trust, Inc., Inland Real Estate Exchange Corporation, Inland
American Real Estate Trust, Inc., and other entities to be formed by The Inland
Group.

THE DISCUSSION REGARDING "WE DEPEND ON OUR BOARD OF DIRECTOR, BUSINESS
MANAGER/ADVISOR AND PROPERTY MANAGERS AND LOSING THOSE RELATIONSHIPS COULD
NEGATIVELY AFFECT OUR OPERATIONS " WHICH STARTS ON PAGE 19 OF OUR PROSPECTUS HAS
BEEN SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

     WE DEPEND ON OUR BOARD OF DIRECTORS, BUSINESS MANAGER/ADVISOR AND PROPERTY
MANAGERS AND LOSING THOSE RELATIONSHIPS COULD NEGATIVELY AFFECT OUR OPERATIONS.
Our board of directors has supervisory control over all aspects of our
operations. Our ability to achieve our investment objectives will depend to a
large extent on the board's ability to oversee, and the quality of, the
management provided by the business manager/advisor, the property managers,
their affiliates and employees for day-to-day operations. Therefore, we depend
heavily on the ability of the business manager/advisor and its affiliates to
retain the services of each of its executive officers and key employees.
However, none of these individuals has an employment agreement with the business
manager/advisor or its affiliates. The loss of any of these individuals could
have a material adverse effect on us. These individuals include Daniel L.
Goodwin, Robert H. Baum, G. Joseph Cosenza, Robert D. Parks, Thomas P.
McGuinness, Roberta S. Matlin and Brenda G. Gujral.

On February 11, 2005, Inland American Real Estate Trust, Inc. filed a
registration statement on Form S-11 to register 500,000,000 shares of common
stock and up to 40,000,000 shares of their common stock for participants in
their distribution reinvestment program. The registration statement has not been
declared effective by the Securities and Exchange Commission, and there is no
assurance when and if it will be declared effective. Specific conflicts of
interest between us and Inland American Real Estate Trust, Inc include:

     -    competition for the time and attention of management and affiliates
          that provide services to us, which may limit the amount of time that
          these people may spend on our matters;

     -    potentially overlapping fiduciary duties owed by certain affiliated
          directors sitting on more than one board of directors; and

     -    potentially overlapping fiduciary duties owed by certain directors
          particularly arising in the potential purchase of shopping or retail
          centers, and office buildings, located in the United States.

Our business manager/advisor must reimburse us for certain operational stage
expenses exceeding 15% of the gross offering proceeds. If the business
manager/advisor's net worth or cash flow is not sufficient to cover these
expenses, we will not be reimbursed.

THE DISCUSSION REGARDING "THERE ARE CONFLICTS OF INTEREST BETWEEN US AND OUR
AFFILIATES" WHICH STARTS ON PAGE 19 OF OUR PROSPECTUS HAS BEEN SUPERCEDED IN THE
ENTIRETY TO READ AS FOLLOWS:

                                        5


  THERE ARE CONFLICTS OF INTEREST BETWEEN US AND OUR AFFILIATES. Our operation
and management may be influenced or affected by conflicts of interest arising
out of our relationship with our affiliates. Our business manager/advisor and
its affiliates are or will be engaged in other activities that will result in
potential conflicts of interest with the services that the business
manager/advisor and affiliates will provide to us. Those affiliates could take
actions that are more favorable to other entities than to us. The resolution of
conflicts in favor of other entities could have a negative impact on our
financial performance. These affiliates include Inland Retail Real Estate Trust,
Inc., Inland Western Retail Real Estate Advisory Services, Inc., our business
manager/advisor, Inland Real Estate Corporation, Inland Real Estate Exchange
Corporation, and Inland American Real Estate Trust, Inc., and entities to be
formed by The Inland Group, Inc. Inland Real Estate Corporation is a publicly
traded REIT that is self-administered and generally purchases shopping centers
located in the Midwest. Inland Retail Real Estate Trust, Inc. is
self-administered and generally purchases shopping centers located east of
the Mississippi River. Inland Real Estate Exchange Corporation is a subsidiary
of Inland Real Estate Investment Corporation. Inland Real Estate Exchange
Corporation provides replacement properties for people wishing to complete an
IRS Section 1031 real estate exchange. On February 11, 2005, Inland American
Real Estate Trust, Inc. filed a registration statement on Form S-11 to register
500,000,000 shares of common stock and up to 40,000,000 shares of their common
stock for participants in their distribution reinvestment program. The
registration statement has not been declared effective by the Securities and
Exchange Commission, and there is no assurance when and if it will be declared
effective. Inland American Real Estate Trust, Inc. is affiliated with The Inland
Group. Inland American Real Estate Trust, Inc. has been formed to acquire
commercial real estate, primarily retail properties and multi-family, office and
industrial buildings, located in the United States and Canada. Inland American
Real Estate Trust, Inc. may invest in those assets directly by purchasing the
property also known as a "fee interest" or indirectly by purchasing interests,
including controlling interests, in "real estate operating companies." Inland
American Real Estate Trust, Inc. may also invest in other real estate assets and
entities owning those assets, such as mortgage loans secured by commercial real
estate. Our business manager/advisor receives fees based on the book value
including acquired intangibles of the properties under management. Specific
conflicts of interest between us and our affiliates include:

     -    We may acquire properties from affiliates of our sponsor in
          transactions in which the price will not be the result of arm's length
          negotiations. The prices we pay to affiliates of our sponsor for our
          properties will be equal to the prices paid by them, plus the costs
          incurred by them relating to the acquisition and financing of the
          properties. These prices will not be the subject of arm's length
          negotiations, which could mean that the acquisitions may be on terms
          less favorable to us than those negotiated in an arm's-length
          transaction. Inland American Real Estate Trust, Inc. may acquire real
          estate operating companies that may have been a historical or future
          source for us to acquire properties from, which could create a
          conflict of interest for us. In addition, Inland American Real Estate
          Trust, Inc.'s offering, when it becomes effective could potentially
          negatively impact arm's length negotiations due to overlapping
          fiduciary duties owed by certain directors particularly arising in the
          potential purchase of shopping or retails centers, and office
          buildings, located in the United States. The result of these
          transactions could cause us to pay more for particular properties than
          we would have in an arm's length transaction and therefore, adversely
          affect our cash flow and our ability to pay your distributions.

     -    WE MAY PURCHASE REAL PROPERTIES FROM PERSONS WITH WHOM OUR BUSINESS
          MANAGER/ADVISOR OR ITS' AFFILIATES HAVE PRIOR BUSINESS RELATIONSHIPS
          AND OUR INTERESTS IN THESE BUSINESS RELATIONSHIPS MAY BE DIFFERENT
          FROM THE INTERESTS OF OUR BUSINESS MANAGER/ADVISOR OR ITS AFFILIATES
          IN THESE BUSINESS RELATIONSHIPS. We may purchase properties from third
          parties who have sold properties in the past, or who may sell
          properties

                                        6


          in the future, to our business manager/advisor or its affiliates.
          Inland American Real Estate Trust, Inc. may acquire real estate
          operating companies that may have been a historical or future source
          for acquiring properties, which could create a conflict of interest
          for our company. If we purchase properties from these third parties,
          our business manager/advisor will experience a conflict between our
          current interests and its interest in preserving any ongoing business
          relationship with these sellers. This could result in our business
          manager/advisor or its affiliates recommending properties that may be
          in the best interest of the third party seller, but not our best
          interest. This could adversely impact our portfolio by causing us to
          invest in properties that are not necessarily in our best interest.

     -    OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS,
          FEES AND OTHER COMPENSATION BASED UPON OUR INVESTMENTS AND THEREFORE
          OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES MAY RECOMMEND THAT WE
          MAKE INVESTMENTS IN ORDER TO INCREASE THEIR COMPENSATION. Our business
          manager/advisor and its affiliates receive commissions, fees and other
          compensation based upon our investments. They benefit by us retaining
          ownership of our assets and leveraging our assets, while you may be
          better served by sale or disposition or not leveraging the assets. In
          addition, our business manager/advisor's ability to receive fees and
          reimbursements depends on our continued investment in properties and
          in other assets which generate fees. Our business manager/advisor
          receives fees based on the book value including acquired intangibles
          of the properties under management. Our property managers receive fees
          based on the income from properties under management. Therefore, our
          business manager/advisor and/or property managers may recommend that
          we purchase properties that generate fees for our business
          manager/advisor and property managers, but are not necessarily the
          most suitable investment for our portfolio. In addition, our
          affiliates, who receive fees, including our business manager/advisor,
          may recommend that we acquire properties, which may result in our
          incurring substantive amounts of indebtedness. Therefore, the interest
          of our business manager/advisor and its affiliates in receiving fees
          may conflict with our ability to earn income and may result in our
          incurring substantive amounts of indebtedness. The resolution of this
          conflict of interest may adversely impact our cash flow and our
          ability to pay your distributions.

     -    OUR BUSINESS MANAGER/ADVISOR MAY HAVE CONFLICTING FIDUCIARY
          OBLIGATIONS IF WE ACQUIRE PROPERTIES WITH ITS AFFILIATES. Our business
          manager/advisor may cause us to acquire an interest in a property
          through a joint venture with its affiliates. In these circumstances,
          our business manager/advisor will have a fiduciary duty to both us and
          its affiliates participating in the joint venture. Inland American
          Real Estate Trust, Inc. may acquire real estate operating companies
          that may have been a historical or future source for acquiring
          properties, which could create a conflict of interest for us. In
          addition, Inland American Real Estate Trust, Inc.'s offering, when it
          becomes effective could potentially negatively impact arm's length
          negotiations due to overlapping fiduciary duties owed by certain
          directors particularly arising in the potential purchase of shopping
          or retails centers, and office buildings, located in the United
          States. The resolution of this conflict of interest may cause the
          business manager/advisor to sacrifice our best interest in favor of
          the seller of the property and therefore, we may enter into a
          transaction that is not in our best interest. The resolution of this
          conflict of interest may negatively impact our financial performance.

     -    THERE IS COMPETITION FOR THE TIME AND SERVICES OF OUR BUSINESS
          MANAGER/ADVISOR AND OUR BUSINESS MANAGER/ADVISOR MAY NOT DEDICATE THE
          TIME NECESSARY TO MANAGER OUR BUSINESS. We rely on our business
          manager/advisor and its affiliates for our daily operation and the
          management of our assets. Our officers and other personnel of our
          business manager/advisor and its affiliates have conflicts in
          allocating their management time, services and functions

                                        7


          among the real estate investment programs they currently service and
          any future real estate investment programs or other business ventures
          which they may organize or serve. Those personnel could take actions
          that are more favorable to other entities than to us. Inland American
          Real Estate Trust, Inc. will compete with us for the time and
          attention of management and affiliates that provide services to us,
          which may limit the amount of time that these people may spend on our
          matters. The resolution of conflicts in favor of other entities could
          have a negative impact on our financial performance.

     -    INLAND SECURITIES CORPORATION IS PARTICIPATING AS MANAGING DEALER IN
          THE SALE OF THE SHARES. Inland Securities Corporation is our managing
          dealer of this offering and is affiliated with The Inland Group. Our
          managing dealer is entitled to selling commissions and reimbursement
          for marketing and due diligence expenses. Our managing dealer may be
          subject to a conflict of interest arising out of its participation in
          this offering and its affiliation with The Inland Group in performing
          its "due diligence" obligations which arise under the Securities Act
          of 1933. When it becomes effective, Inland American Real Estate Trust,
          Inc.'s offering could negatively affect time and effort spent on our
          capital raise and sales effort due to the efforts related to the sales
          of shares offered by Inland American Real Estate Trust, Inc. These
          personnel could spend more time and attention in Inland American Real
          Estate Trust, Inc.'s offering. The resolution of this conflict of
          interest could have a negative impact on our financial performance.

     -    WE MAY ACQUIRE THE BUSINESS OF OUR BUSINESS MANAGER/ADVISOR AND OUR
          PROPERTY MANAGERS WITHOUT FURTHER ACTION BY OUR STOCKHOLDERS. During
          the term of our agreements with our business manager/advisor and our
          property managers, we have the option to acquire or consolidate the
          business conducted by them without any consent of our stockholders,
          our business manager/advisor or our property managers. We may elect to
          exercise this right at any time after September 15, 2008. This
          unfettered discretion could cause us to take action that otherwise we
          would not be able to do, and therefore could have a negative impact on
          our financial performance.

     -    WE DO NOT HAVE ARM'S-LENGTH AGREEMENTS, WHICH COULD CONTAIN TERMS
          WHICH ARE NOT IN OUR BEST INTEREST. As we have noted, our agreements
          and arrangements with our business manager/advisor or any of its
          affiliates, including those relating to compensation, are not the
          result of arm's length negotiations. These agreements may contain
          terms that our not in our best interest and would not otherwise be
          applicable if we entered into arm's-length agreements. See "Conflicts
          of Interest" for a discussion of various conflicts of interest.

                                 HOW WE OPERATE

THE THIRD AND FOURTH PARAGRAPH UNDER THIS HEADING WHICH STARTS ON PAGE 34 OF OUR
PROSPECTUS IS SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

In addition to the services of our business manager/advisor, we contract with
Inland US Management LLC, Inland Southwest Management LLC and Inland Pacific
Property Services LLC for their services as our property managers. Inland US
Management LLC, Inland Southwest Management LLC and Inland Pacific Property
Services LLC provide the day-to-day property management services for all of our
properties.

Our sponsor, Inland Real Estate Investment Corporation, is owned by The Inland
Group, Inc. Our business manager/advisor Inland Western Retail Real Estate
Advisory Services, Inc., is owned by our sponsor, and thus is indirectly
controlled by The Inland Group. In addition, our property managers,

                                        8


Inland US Management LLC, Inland Southwest Management LLC and Inland Pacific
Property Services LLC, are owned by individuals who are affiliates of the Inland
Group.

                              CONFLICTS OF INTEREST

THE SECOND PARAGRAPH UNDER THIS HEADING WHICH STARTS ON PAGE 36 OF OUR
PROSPECTUS IS SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

THERE MAY BE CONFLICTING INVESTMENT OPPORTUNITIES AMONG AFFILIATES OF OUR 
BUSINESS MANAGER/ADVISOR AND THE INLAND GROUP. Affiliates of our business 
manager/advisor and The Inland Group have sponsored multiple previous 
investment programs. Our sponsor may also sponsor other programs which may have
investment objectives similar to ours. On February 11, 2005, Inland American 
Real Estate Trust, Inc. filed a registration statement on Form S-11 to register
500,000,000 shares of common stock and up to 40,000,000 shares of their common 
stock for participants in their distribution reinvestment program. The 
registration statement has not been declared effective by the Securities and 
Exchange Commission, and there is no assurance when and if it will be declared
effective. Inland American Real Estate Trust, Inc. is affiliated with The 
Inland Group. When it becomes effective, Inland American Real Estate Trust, 
Inc.'s offering could negatively affect time and effort spent on our capital 
raise and sales effort due to a lower initial distribution rate offered by 
Inland American Real Estate Trust, Inc. Therefore, our sponsor, our business 
manager/advisor and their affiliates could face conflicts of interest in 
determining which investment programs will have the first opportunity to 
acquire real properties and other assets as they become available.

WE HAVE ADDED A SIXTH PARAGRAPH UNDER THIS HEADING WHICH STARTS ON PAGE 36 OF
OUR PROSPECTUS TO READ AS FOLLOWS:

Inland American Real Estate Trust, Inc. has been formed to acquire commercial
real estate, primarily retail properties and multi-family, office and industrial
buildings, located in the United States and Canada. Inland American Real Estate
Trust, Inc. may invest in those assets directly by purchasing the property also
known as a "fee interest" or indirectly by purchasing interests, including
controlling interests, in "real estate operating companies." Inland American
Real Estate Trust, Inc. may also invest in other real estate assets and entities
owning those assets, such as mortgage loans secured by commercial real estate.
If and when Inland American Real Estate Trust, Inc.'s registration statement is
declared effective by the Securities and Exchange Commission, conflicts of
interest that may arise in connection with the sale of shares and use of the
offering's proceeds are as follows:

     -    competition for the time and attention of management and affiliates
          that provide services to us, which may limit the amount of time that
          these people may spend on our matters;

     -    potentially overlapping fiduciary duties owed by certain affiliated
          directors sitting on more than one board of directors;

     -    potentially overlapping fiduciary duties owed by certain directors
          particularly arising in the potential purchase of shopping or retails
          centers, and office buildings, located in the United States;

     -    Inland American Real Estate Trust, Inc. may compete for the same
          properties we are interested in;

     -    Inland American Real Estate Trust, Inc. may acquire real estate
          operating companies that may have been a historical or future source
          for us to acquire properties from; and

                                        9


     -    potential time and effort spent by Inland Securities Corporation on
          the selling of our securities and their sales effort due to a the
          effort related to the sales of shares offered by Inland American Real
          Estate Trust, Inc.

THE SIXTH PARAGRAPH UNDER THIS HEADING WHICH STARTS ON PAGE 36 OF OUR PROSPECTUS
IS SUPERCEDED IN THE ENTIRETY AND BECOMES THE SEVENTH PARAGRAPH AND SHOULD READ
AS FOLLOWS:

We currently focus on purchase of properties in the states west of the
Mississippi River. We have acquired and will continue to acquire properties east
of the Mississippi River. If and when Inland American Real Estate Trust, Inc.'s
registration statement is declared effective by the Securities and Exchange
Commission, conflicts of interest may arise in connection with the sale of
shares and use of the offering's proceeds. Those conflicts of interest are
discussed above. However, if any conflicts do arise, they will be resolved as
provided in the agreement with our business manager/advisor discussed above.

THE NINTH THROUGH FIFTEENTH PARAGRAPHS UNDER THIS HEADING WHICH STARTS ON PAGE
36 OF OUR PROSPECTUS IS SUPERCEDED IN THE ENTIRETY SHOULD READ AS FOLLOWS:

WE MAY ACQUIRE PROPERTIES FROM AFFILIATES OF OUR SPONSOR. The prices we pay to
affiliates of our sponsor for these properties will be equal to the prices paid
by them, plus the costs incurred by them relating to the acquisition and
financing of the properties. These prices will not be the subject of arm's
length negotiations, which could mean that the acquisitions may be on terms less
favorable to us than those negotiated in an arm's-length transaction. Inland
American Real Estate Trust, Inc. may acquire real estate operating companies
that may have been a historical or future source for acquiring properties, which
could create a conflict of interest for our company. In addition, Inland
American Real Estate Trust, Inc.'s offering, when it becomes effective could
potentially negatively impact arm's length negotiations due to overlapping
fiduciary duties owed by certain directors particularly arising in the potential
purchase of shopping or retails centers, and office buildings, located in the
United States. However, our articles of incorporation provide that the purchase
price of any property acquired from an affiliate may not exceed its fair market
value as determined by a competent independent appraiser. In addition, the price
must be approved by a majority of our directors who have no financial interest
in the transaction. If the price to us exceeds the cost paid by our affiliate,
there must be substantial justification for the excess cost.

WE MAY PURCHASE REAL PROPERTIES FROM PERSONS WITH WHOM AFFILIATES OF OUR
BUSINESS MANAGER/ADVISOR HAVE PRIOR BUSINESS RELATIONSHIPS. We may purchase
properties from third parties who have sold properties in the past, or who may
sell properties in the future, to our business manager/advisor or its
affiliates. Inland American Real Estate Trust, Inc. may acquire real estate
operating companies that may have been a historical or future source for
acquiring properties, which could create a conflict of interest for our company.
If we purchase properties from these third parties, our business manager/advisor
will experience a conflict between our current interests and its interest in
preserving any ongoing business relationship with these sellers. Nevertheless,
our business manager/advisor has a fiduciary obligation to us.

PROPERTY MANAGEMENT SERVICES ARE BEING PROVIDED BY COMPANIES OWNED PRINCIPALLY
BY AFFILIATES OF THE INLAND GROUP. Our property managers, which are owned
principally by individuals who are our affiliates, provide property management
services to us pursuant to management services agreements which we can terminate
only in the event of gross negligence or willful misconduct on the part of the
property managers. However, our property management services agreements provide
that we pay our property managers a monthly management fee of no greater than
90% of the fee which would be payable to an unrelated third party providing such
services. In addition, the business manager/advisor and the property

                                       10


managers believe that the property managers have sufficient personnel and other
required resources to discharge all responsibilities to us. Inland American Real
Estate Trust, Inc. will compete with us for the time and attention of management
and affiliates that provide services to us, which may limit the amount of time
that these people may spend on our matters.

OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS, FEES AND
OTHER COMPENSATION BASED UPON OUR INVESTMENTS. We believe that the compensation
we will pay to our business manager/advisor and its affiliates is no more than
what we would pay for similar services performed by independent firms. Some
compensation is payable whether or not there is cash available to make
distributions to our stockholders. To the extent this occurs, our business
manager/advisor and its affiliates benefit from us retaining ownership of our
assets and leveraging our assets, while our stockholders may be better served by
sale or disposition or not leveraging the assets. In addition, the business
manager/advisor's ability to receive fees and reimbursements depends on our
continued investment in properties and in other assets which generate fees. Our
business manager/advisor receives fees based on the book value including
acquired intangibles of the properties under management. Our property managers
receive fees based on the income from properties under management. Therefore,
our business manager/advisor and/or property managers may recommend that we
purchase properties that generate fees for our business manager/advisor and
property managers, but are not necessarily the most suitable investment for our
portfolio. In addition, our affiliates, who receive fees, including our business
manager/advisor, may recommend that we acquire properties, which may result in
our incurring substantive amounts of indebtedness. Therefore, the interest of
the business manager/advisor and its affiliates in receiving fees may conflict
with the interest of our stockholders in earning income on their investment in
our common stock. Our business manager/advisor and its affiliates recognize that
they have a fiduciary duty to us and our stockholders, and have represented to
us that their actions and decisions will be made in the manner most favorable to
us and our stockholders.

While we will not make loans to our business manager/advisor or its affiliates,
we may borrow money from them for various purposes, including funding working
capital requirements. If we do, the terms, such as the interest rate, security,
fees and other charges, will be at least as favorable to us as those which would
be charged by unaffiliated lending institutions in the same locality on
comparable loans. Any money borrowed from an affiliate of The Inland Group is
expected to be repaid within 180 days.

Our business manager/advisor and its affiliates may do business with others who
do business with us, although presently there are no instances of this. However,
our business manager/advisor or its affiliates may not receive rebates or
participate in any reciprocal business arrangements which would have the effect
of circumventing our agreement with our business manager/advisor.

OUR BUSINESS MANAGER/ADVISOR MAY HAVE CONFLICTING FIDUCIARY OBLIGATIONS IF WE
ACQUIRE PROPERTIES WITH ITS AFFILIATES. Our business manager/advisor may cause
us to acquire an interest in a property through a joint venture with its
affiliates. Inland American Real Estate Trust, Inc. may acquire real estate
operating companies that may have been a historical or future source for
acquiring properties, which could create a conflict of interest for our company.
In addition, Inland American Real Estate Trust, Inc.'s offering, when it becomes
effective could potentially negatively impact arm's length negotiations due to
overlapping fiduciary duties owed by certain directors particularly arising in
the potential purchase of shopping or retails centers, and office buildings,
located in the United States. In these circumstances, our business
manager/advisor will have a fiduciary duty to both us and its affiliates
participating in the joint venture. In order to minimize the conflict between
these fiduciary duties, the advisory agreement provides guidelines for
investments in joint ventures with affiliates. In addition, our articles of
incorporation require a majority of our disinterested directors to determine
that the transaction is fair and reasonable to us and is on terms and conditions
no less favorable than from unaffiliated third parties entering into the
venture.

                                       11


THERE IS COMPETITION FOR THE TIME AND SERVICES OF OUR BUSINESS MANAGER/ADVISOR.
We rely on our business manager/advisor and its affiliates for our daily
operation and the management of our assets. Personnel of our business
manager/advisor and its affiliates have conflicts in allocating their management
time, services and functions among the real estate investment programs they
currently service and any future real estate investment programs or other
business ventures which they may organize or serve. Our business manager/advisor
and its affiliates believe they have enough staff to perform their
responsibilities in connection with all of the real estate programs and other
business ventures in which they are involved. Inland American Real Estate Trust,
Inc. will compete with us for the time and attention of management and
affiliates that provide services to us, which may limit the amount of time that
these people may spend on our matters.

INLAND SECURITIES CORPORATION IS PARTICIPATING AS MANAGING DEALER IN THE SALE OF
THE SHARES. Inland Securities Corporation is the managing dealer of the offering
and is affiliated with The Inland Group. The managing dealer is entitled to
selling commissions and reimbursement for marketing and due diligence expenses.
The managing dealer may be subject to a conflict of interest arising out of its
participation in this offering and its affiliation with The Inland Group in
performing its "due diligence" obligations which arise under the Securities Act
of 1933. However, the managing dealer believes it has and will continue to
properly perform these "due diligence" activities. When it becomes effective,
Inland American Real Estate Trust, Inc.'s offering could negatively affect time
and effort spent on our capital raise and sales effort due to the effort related
to the sales of shares by Inland American Real Estate Trust, Inc.

THE THIRD AND FOURTH PARAGRAPHS UNDER THIS HEADING WHICH STARTS ON PAGE 36 OF
OUR PROSPECTUS IS SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

On February 11, 2005, a new property acquisition agreement was entered into
between Inland Real Estate Acquisitions, Inc. ("Acquisitions"), Inland Western
Retail Real Estate Advisory Services, Inc. ("the Advisor"), and us. The property
acquisition agreement grants us an exclusive right of first refusal to acquire
each and every Subject Property, as defined in the agreement. A Subject Property
is defined as any retail facility, mixed-use property, or a single-user property
identified by Acquisitions and located within our market area. Our market area
is defined in the agreement as the geographic area located west of the
Mississippi in the continental United States but excluding the portion of the
geographic area within a four hundred (400) mile radius of Oak Brook, Illinois.

Acquisitions are owned by The Inland Group, and we are sponsored by Inland Real
Estate Investment Corporation. Inland Real Estate Investment Corporation and the
Advisor are owned by The Inland Group.

The property acquisition agreement previously entered into by the parties dated
September 18, 2003 has been terminated accordingly. The new property acquisition
agreement is filed as an exhibit to the registration statement of which the 
prospectus is a part and is incorporated into this filing in its entirety.

                               COMPENSATION TABLE

WE HAVE SUPERCEDED THE FOLLOWING DESCRIPTION LOCATED UNDER THE NONSUBORDINATED
PAYMENTS AT THE OPERATIONAL STAGE WITHIN THE TABULAR SUMMARY OF FEES AS
DISCUSSED WHICH STARTS ON PAGE 43 OF OUR PROSPECTUS IN THE ENTIRETY, TO READ AS
FOLLOWS:

                                       12




                                                                                               ESTIMATED MAXIMUM DOLLAR
    TYPE OF COMPENSATION AND RECIPIENT                 METHOD OF COMPENSATION                           AMOUNT
----------------------------------------------------------------------------------------------------------------------------
                                                                                     
   Property management fee paid to our        We will pay a monthly fee of 4.5% of the     For the year ended December 31,
 property managers, Inland US Management        gross income from the properties. We         2004, and the period from
 LLC, Inland Southwest Management LLC and       will also pay a monthly fee for any         March 5, 2003 (inception) to
 Inland Pacific Property Services LLC. We     extra services equal to no more than 90%       December 31, 2003 we have
     will pay the fee for services in           of that which would be payable to an        incurred and paid  property
   connection with the rental, leasing,       unrelated party providing the services.       management fees of $5,381,721
     operation and management of the           The property managers may subcontract          and $16,627, of which
                properties                    their duties for a fee that may be less        $5,381,721 and $16,627 were
                                                  than the fee provided for in the            retained by Inland US
                                                  management services agreements.            Management LLC, Inland
                                                                                            Southwest Management LLC and
                                                                                             Inland Pacific Property
                                                                                            Services LLC. If we acquire
                                                                                           the businesses of our business
                                                                                             manager/advisor and/or our
                                                                                               property managers, the
                                                                                            property management fees will
                                                                                             cease. The actual amounts we
                                                                                            will incur in the future are
                                                                                             dependent upon results of
                                                                                             operations and, therefore,
                                                                                            cannot be determined at the
                                                                                                   present time.


THE DISCUSSION UNDER THIS SECTION "COMPENSATION TO OFFICERS AND DIRECTORS" ON
THE DIRECTOR FEES, WHICH STARTS ON PAGE 47 OF OUR PROSPECTUS, SHOULD READ AS
FOLLOWS:


                                                                        
Director fees                    Independent directors receive                We will pay the five independent
                                 an annual fee of $5,000                      directors $25,000 in the aggregate
                                 (increasing to $10,000                       (increasing to $50,000 effective
                                 effective October 1, 2004) and               October 1, 2004), plus fees for
                                 a fee of $500 for attending                  attending meetings. The actual
                                 each meeting of the board or                 amounts to be received for future
                                 one of its committees                        meetings depends upon the number of
                                 (excluding the audit                         meetings and their attendance and,
                                 committee) in person and $350                therefore, cannot be determined at
                                 for attending a meeting via                  the present time.
                                 the telephone. Effective
                                 December 1, 2004, we pay our
                                 audit committee members $750
                                 for each in person audit
                                 committee meeting and $500 for
                                 each audit committee meeting
                                 attended by telephone. Our
                                 officers who are also our
                                 directors do not receive
                                 director fees.


                       PRIOR PERFORMANCE OF OUR AFFILIATES

PRIOR INVESTMENT PROGRAMS

     During the 10-year period ending December 31, 2004, The Inland Group and
its affiliates have sponsored two other REITs and 34 real estate exchange
private placements, which altogether have raised

                                       13


more than $3,157,236,000 from over 68,000 investors. During that period, Inland
Real Estate Corporation and Inland Retail Real Estate Trust, Inc., the other
REITs, have raised over $3,005,648,000 from over 68,000 investors. Inland Real
Estate Corporation and Inland Retail Real Estate Trust, Inc. have investment
objectives and policies similar to ours and have invested principally in
shopping centers that provide sales of convenience goods and personal services
to neighboring communities in the Midwest and Southeast areas. However, both
Inland Real Estate Corporation and Inland Retail Real Estate Trust, Inc., are
now self-administered REITs. Our investment objectives and policies are similar
to those of several of the other prior investment programs sponsored by our
affiliates which have owned and operated retail properties. However, the vast
majority of the other investment programs sponsored by our affiliates were
dissimilar from our operation in that the prior programs owned apartment
properties, pre-development land and whole or partial interests in mortgage
loans.

     The information in this section and in the Prior Performance Tables
included in this Post-effective amendment as APPENDIX A shows relevant summary
information concerning real estate programs sponsored by our affiliates. The
purpose is to provide information on the prior performance of these programs so
that you may evaluate the experience of the affiliated companies in sponsoring
similar programs. The following discussion is intended to briefly summarize the
objectives and performance of the prior programs and to disclose any material
adverse business developments sustained by them. Past performance is not
necessarily indicative of future performance.

SUMMARY INFORMATION

     The table below provides summarized information concerning prior programs
sponsored by our affiliates for the 10-year period ending December 31, 2004, and
is qualified in its entirety by reference to the introductory discussion above
and the detailed information appearing in the Prior Performance Tables in
APPENDIX A of this post-effective amendment. YOU SHOULD NOT CONSTRUE INCLUSION
OF THE SUCCEEDING TABLES AS IMPLYING IN ANY MANNER THAT WE WILL HAVE RESULTS
COMPARABLE TO THOSE REFLECTED IN THE TABLES BECAUSE THE YIELD AND CASH AVAILABLE
AND OTHER FACTORS COULD BE SUBSTANTIALLY DIFFERENT FOR OUR PROPERTIES. YOU
SHOULD NOTE THAT BY ACQUIRING OUR SHARES, YOU WILL NOT BE ACQUIRING ANY
INTERESTS IN ANY PRIOR PROGRAMS.

                                       14




                                                         INLAND RETAIL REAL       INLAND REAL ESTATE      INLAND REAL ESTATE
                                                         ESTATE TRUST, INC.          CORPORATION           EXCHANGE PRIVATE
                                                                REIT                     REIT                  PLACEMENT
                                                            PROGRAM AS OF           PROGRAM AS OF           OFFERINGS AS OF
                                                          DECEMBER 31, 2004       DECEMBER 31, 2004        DECEMBER 31, 2004
----------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Number of programs sponsored                                              1                        1                      34
Aggregate amount raised from investors                   $    2,301,884,000              703,764,000             151,588,000
Approximate aggregate number of investors                            59,000                    9,300                     386
Number of properties purchased                                          276                      151                      30
Aggregate cost of properties                             $    4,061,050,000            1,326,000,000             363,005,000
Number of mortgages/notes                                                 0                        0                       0
Principal amount of mortgages/notes                                       0                        0                       0
Principal of properties (based on cost) that were:
Commercial--
  Retail                                                              90.00%                   86.00%                  48.72%
  Single-user retail net-lease                                        10.00%                   14.00%                  11.68%
  Nursing homes                                                        0.00%                    0.00%                   0.00%
  Offices                                                              0.00%                    0.00%                  24.12%
  Industrial                                                           0.00%                    0.00%                  15.48%
  Health clubs                                                         0.00%                    0.00%                   0.00%
  Mini-storage                                                         0.00%                    0.00%                   0.00%
    Total commercial                                                 100.00%                  100.00%                  100.0%
Multi-family residential                                               0.00%                    0.00%                   0.00%
Land                                                                   0.00%                    0.00%                   0.00%

Percentage of properties (based on cost) that were:
Newly constructed (within a year of acquisition)                      37.00%                   40.00%                  60.00%
Existing construction                                                 63.00%                   60.00%                  40.00%

Number of properties sold in whole or in part                             0                       11                       0

Number of properties exchanged                                            0                        0                       0


     Of the programs included in the above table, Inland Real Estate Corporation
and Inland Retail Real Estate Trust, Inc. have investment objectives similar to
ours. Inland Real Estate Corporation and Inland Retail Real Estate Trust, Inc.
represent approximately 97% of the aggregate amount raised from investors,
approximately 99% of the aggregate number of investors, approximately 95% of the
properties purchased, and approximately 95% of the aggregate cost of the
properties.

     During the three years prior to December 31, 2004, Inland Real Estate
Corporation purchased 27 commercial properties and Inland Retail Real Estate
Trust, Inc. purchased 237 commercial properties. Upon written request, you may
obtain, without charge, a copy of Table VI filed with the Securities and
Exchange Commission in Part II of our post-effective amendment. The table
provides more information about these acquisitions.

PUBLICLY REGISTERED REITS

     INLAND REAL ESTATE CORPORATION. Through a total of four public offerings,
the last of which was completed in 1999, Inland Real Estate Corporation sold a
total of 51,642,397 shares of common stock. In addition, as of December 31,
2004, Inland Real Estate Corporation issued 14,467,082 shares of common stock
through its distribution reinvestment program. As of December 31, 2004, Inland
Real Estate Corporation repurchased 5,256,435 shares of common stock through its
share repurchase program for an aggregate amount of $49,159,202. As a result,
Inland Real Estate Corporation has realized total gross offering proceeds of

                                       15


approximately $703,764,000 as of December 31, 2004. On June 9, 2004, Inland Real
Estate Corporation listed its shares on the New York Stock Exchange and began
trading under the ticker "IRC".

     Inland Real Estate Corporation's objective is to purchase shopping centers
that provide convenience goods, personal services, wearing apparel and hardware
and appliances located within an approximate 400-mile radius of its headquarters
in Oak Brook, Illinois, and to provide, at a minimum, cash distributions on a
quarterly basis and a hedge against inflation through capital appreciation. It
may also acquire single-user retail properties throughout the United States. As
of December 31, 2004, the properties owned by Inland Real Estate Corporation
were generating sufficient cash flow to cover operating expenses plus pay an
annual cash distribution of $0.94 per share paid monthly.

     As of December 31, 2004, Inland Real Estate Corporation owned interest in
140 properties for a total investment of approximately $1,325,000,000. These
properties were purchased with proceeds received from the above described
offerings of shares of its common stock and financings. As of December 31, 2004,
Inland Real Estate Corporation financed approximately $599,567,000 on its
properties and had $85,000,000 outstanding through an unsecured line of credit.

     On July 1, 2000, Inland Real Estate Corporation became a self-administered
REIT by completing its acquisition of Inland Real Estate Advisory Service, Inc.,
its advisor, and Inland Commercial Property Management, Inc., its property
manager. The acquisition was accomplished by merging its advisor and its
property manager into two wholly owned subsidiaries of Inland Real Estate
Corporation. As a result of the merger, Inland Real Estate Corporation issued to
our sponsor, the sole shareholder of the advisor, and The Inland Property
Management Group, Inc., the sole shareholder of its property manager, an
aggregate of 6,181,818 shares of Inland Real Estate Corporation's common stock
at $11 per share, or approximately 9.008% of its common stock.

     INLAND RETAIL REAL ESTATE TRUST, INC. Through a total of three public
offerings, the last of which was completed in 2003, Inland Retail Real Estate
Trust, Inc. sold a total of 213,699,534 shares of its common stock. In addition,
as of December 31, 2004, Inland Retail Real Estate Trust, Inc. issued 21,278,452
shares through its distribution reinvestment program, and has repurchased a
total of 3,367,019 shares through the share reinvestment program. As a result,
Inland Retail Real Estate Trust Inc. has realized total net offering proceeds of
approximately $2,301,884,000 as of December 31, 2004. On December 29, 2004
Inland Retail Real Estate Trust, Inc., issued 19,700,060 shares as a result of
merging with their advisor.

     Inland Retail Real Estate Trust, Inc.'s objective is to purchase shopping
centers east of the Mississippi River in addition to single-user retail
properties in locations throughout the United States, and to provide regular
cash distributions and a hedge against inflation through capital appreciation.
As of December 31, 2004, the properties owned by Inland Retail Real Estate
Trust, Inc. were generating sufficient cash flow to cover operating expenses
plus pay an annual cash distribution of $.83 per share per annum paid monthly.

     As of December 31, 2004, Inland Retail Real Estate Trust, Inc. owned 276
properties for a total investment of approximately $4,061,050,000. These
properties were purchased with proceeds received from the above described
offerings of shares of its common stock and financings. As of December 31, 2004,
Inland Retail Real Estate Trust, Inc. financed approximately $2,257,842,000 on
its properties.

     On December 29, 2004, and pursuant to an agreement and plan of merger
entered into on September 10, 2004, Inland Retail Real Estate Trust, Inc.
(IRRETI) acquired, by merger, four entities affiliated with its former sponsor,
Inland Real Estate Investment Corporation, which entities provided business
management, advisory and property management services to it. The four entities
acquired were Inland Retail Real Estate Advisory Services, Inc., Inland Southern
Mangement Corp., Inland Mid-Atlantic Management Corp. and Inland Southeast
Property Management Corp. (the acquired companies). Shareholders of the acquired
companies received an aggregate of 19,700,060 shares of IRRETI common stock,
valued under the merger agreement at $10.00 per share. 

                                       16


      The following table summarizes distributions for each of the publicly
                   registered REITS through December 31,2004:

                                REIT PERFORMANCE
                     Distributions through December 31, 2004



                                        INLAND REAL ESTATE CORPORATION
                                            OFFERING COMPLETED 1999
        ------------------------------------------------------------------------------------------------
                                                                             Average         Average
                                                                           Annualized      Annualized
                                                                          Distribution    Distribution
                                                                          for Purchases   for Purchases
          Total           Ordinary       Non taxable     Capital Gain      at $10 per      at $11 per
       Distribution        Income        Distribution    Distribution         Share           Share
           ($)              ($) *           ($) **          ($) ***            ($)             ($)
     ----------------------------------------------------------------------------------------------------
                                                                             
1995          736,627           694,213         42,414                 -       7.6             N/A
1996        3,704,943         3,093,525        611,418                 -       8.1             N/A
1997       13,127,597         9,739,233      3,388,364                 -       8.6             N/A
1998       35,443,213        27,015,143      8,428,070                 -       8.8             7.9
1999       48,379,621        35,640,732     12,738,889                 -       8.9             8.0
2000       52,964,010        40,445,730     12,518,280                 -       9.0             8.1
2001       58,791,604        45,754,604     12,662,414           374,586       9.3             8.4
2002       60,090,685        41,579,944     18,315,640           195,101       9.4             8.5
2003       61,165,608        47,254,096     13,577,679           333,833       9.4             8.6
2004       62,586,577        53,458,760      7,883,026         1,244,791       9.4             8.6
     -------------------------------------------------------------------

          396,990,485       304,675,980     90,166,194         2,148,311
     ===================================================================


            INLAND RETAIL REAL ESTATE TRUST, INC.
                   OFFERING COMPLETED 2003
     ---------------------------------------------------------------
                                                        Average
         Total         Ordinary       Non Taxable     Annualized
      Distribution      Income       Distribution    Distribution
          ($)            ($) *          ($) **            (%)
     ---------------------------------------------------------------
                                              
1999      1,396,861         318,484       1,078,377       7.2
2000      6,615,454       3,612,577       3,002,877       7.7
2001     17,491,342      10,538,534       6,952,808       8.0
2002     58,061,491      36,387,136      21,674,355       8.2
2003    160,350,811      97,571,099      62,779,712       8.3
2004    190,630,575     110,922,403      79,708,172       8.3
     ----------------------------------------------

        434,546,534     259,350,233     175,196,301
     ==============================================


ON JUNE 9, 2004 INLAND REAL ESTATE CORPORATION LISTED ITS SHARES ON THE NEW YORK
STOCK EXCHANGE AND BEGAN TRADING UNDER THE SYMBOL "IRC."

    *  The breakout between ordinary income and return of capital is
       finalized on an annual basis after the calendar year end.
   **  Represents a return of capital for federal income tax purposes.
  ***  Represents a capital gain distribution for federal income tax
       purposes.

                                       17


PRIVATE PARTNERSHIPS

     Since our inception and through December 31, 2004, our affiliates have
sponsored 514 private placement limited partnerships which have raised more than
$524,201,000 from approximately 17,000 investors and invested in properties for
an aggregate price of more than $1 billion in cash and notes. Of the 522
properties purchased, 93% have been in Illinois. Approximately 90% of the funds
were invested in apartment buildings, 6% in shopping centers, 2% in office
buildings and 2% in other properties. Including sales to affiliates, 475
partnerships have sold their original property investments. Officers and
employees of our sponsor and its affiliates invested more than $17,000,000 in
these private placement limited partnerships.

     From October 1, 1995 through December 31, 2004, investors in The Inland
Group private partnerships have received total distributions in excess of
$269,026,000, consisting of cash flow from partnership operations, interest
earnings, sales and refinancing proceeds and cash received during the course of
property exchanges.

     Following a proposal by the former corporate general partner, which was an
affiliate of The Inland Group, investors in 301 private partnerships voted in
1990 to make our sponsor the corporate general partner for those partnerships.

     Beginning in December 1993 and continuing into the first quarter of 1994,
investors in 101 private limited partnerships for which our sponsor is the
general partner received letters from it informing them of the possible
opportunity to sell the 66 apartment properties owned by those partnerships to a
to-be-formed REIT in which affiliates of our sponsor would receive stock and
cash and the limited partners would receive cash. The underwriters of this
apartment REIT subsequently advised our sponsor to sell to a third party its
management and general partner's interests in those remaining limited
partnerships not selling their apartment properties to the apartment REIT. Those
not selling their apartment properties constituted approximately 30% of the
Inland-sponsored limited partnerships owning apartment buildings. The
prospective third-party buyers of our sponsor's interests in the remaining
partnerships, however, would make no assurance to support those partnerships
financially. As a result, in a March 1994 letter, our sponsor informed investors
of its decision not to go forward with the formation of the apartment REIT.

     Following this decision, two investors filed a complaint in April 1994 in
the Circuit Court of Cook County, Illinois, Chancery Division, purportedly on
behalf of a class of other unnamed investors, alleging that our sponsor had
breached its fiduciary responsibility to those investors whose partnerships
would have sold apartment properties to the apartment REIT. The complaint sought
an accounting of information regarding the apartment REIT matter, an unspecified
amount of damages and the removal of our sponsor as general partner of the
partnerships that would have participated in the sale of properties. In August
1994, the court granted our sponsor's motion to dismiss, finding that the
plaintiffs lacked standing to bring the case individually. The plaintiffs were
granted leave to file an amended complaint. Thereafter, in August 1994, six
investors filed an amended complaint, purportedly on behalf of a class of other
investors, and derivatively on behalf of six limited partnerships of which our
sponsor is the general partner. The derivative counts sought damages from our
sponsor for alleged breach of fiduciary duty and breach of contract, and
asserted a right to an accounting. Our sponsor filed a motion to dismiss in
response to the amended complaint. The suit was dismissed in March 1995 with
prejudice. The plaintiffs filed an appeal in April 1996. After the parties
briefed the issue, arguments were heard by the Appellate Court in February 1997.
In September 1997, the Appellate Court affirmed the trial court decision in
favor of our sponsor.

                                       18


     Inland Real Estate Investment Corporation is the general partner of
twenty-seven private limited partnerships and one public limited partnership
that own corporate interests in fifteen buildings that are net leased to Kmart.
The fourteen Kmarts owned by the private limited partnerships are all cross
collateralized. Relating to the Kmart bankruptcy, the status of the fifteen is
as follows:

CATEGORY 1 - The leases of nine of the Kmarts are current and have been accepted
by Kmart under their Chapter 11 reorganization plan.

CATEGORY 2 - Kmart assigned its designation rights in one lease to Kohl's. The
lease was amended and extended for Kohl's by IREIC, the general partner on
behalf of the owners and lender; and Kohl's began paying rent February 12, 2003.

CATEGORY 3 - Under Kmart's Chapter 11 reorganization plan and upon emergence
from bankruptcy on April 22, 2003, Kmart has rejected the remaining four
property leases, one of which is subject to a ground lease to Kimco. Kmart
ceased paying rent as of May 1, 2003.

IREIC, the corporate general partner has agreed with the note holders who own
the loan to conduct a liquidation of the 14 properties which comprise Categories
1, 2 and 3. The Category 2 property, which is leased by Kohl's, was sold on
February 19, 2004. As of December 31, 2004, seven of the Category 1 K-Mart
properties have been sold and the remaining two are under contract. Two of the
Category 3 properties have been sold, one is under contract and one has an offer
pending as of December 31, 2004.

CATEGORY 4 - Under Kmart's Chapter 11 reorganization, Kmart rejected the lease
for the property owned by the public limited partnership and ceased paying rent
as of June 29, 2002. The corporate general partner plans to either re-tenant or
sell this facility.

1031 EXCHANGE PRIVATE PLACEMENT OFFERING PROGRAM

     In March of 2001, Inland Real Estate Exchange Corporation (IREX) was
established as a subsidiary of Inland Real Estate Investment Corporation. The
main objective of IREX is to provide replacement properties for people wishing
to complete an IRS Section 1031 real estate exchange. Through December 31, 2004,
IREX offered the sale of 34 properties with a total property value of
$404,899,000.

     LANDINGS OF SARASOTA DBT. Inland Southern Acquisitions, Inc., a Delaware
corporation and an affiliate of IREX acquired The Landings, a multi-tenant
shopping center located in Sarasota, Florida in December 1997 for $9,800,000. In
August 2001, Inland Southern Acquisitions, Inc. contributed 100% of its interest
in the property into Landings of Sarasota DBT, a Delaware business trust,
refinanced the property with a loan of $8,000,000 from Parkway Bank & Trust Co.,
an Illinois banking corporation, and began offering all of its beneficial
interests in the trust to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price was
$12,000,000, which consisted of $8,000,000 in debt assumption and $4,000,000 in
equity investment. $200,000 of the offering proceeds were allocated to a
property reserve account. The offering was completed in May 2002 when the
maximum offering amount was raised.

     SENTRY OFFICE BUILDING, DBT, a Delaware business trust, purchased a newly
constructed, single-tenant office building in Davenport, Iowa in December 2001
from Ryan Companies US Inc., a Minnesota corporation. The trust financed its
acquisition of the property with a $7,500,000 first mortgage loan from Parkway
Bank & Trust Co., an Illinois banking corporation. In January 2002, Sentry
Office Building Corporation, a Delaware corporation and the initial beneficiary
of the trust, began offering all of its beneficial interests in the trust to
certain qualified persons in need of replacement properties to complete a

                                       19


1031 tax-deferred exchange. The total price was $11,000,000, which consisted of
$7,500,000 in debt assumption and $3,500,000 in equity investment. $100,000 of
the offering proceeds obtained from the new owners was allocated to a property
reserve account. The offering was completed in April 2002 when the maximum
offering amount was raised.

     PETS BOWIE DELAWARE BUSINESS TRUST purchased a single-tenant retail
building leased to PETsMART in Bowie, Maryland in October 2001 from PETsMART,
Inc. and Wells Fargo Bank Northwest, N.A. The trust initially financed its
acquisition of the property with a temporary loan of $2,625,305 from Parkway
Bank & Trust Co., an Illinois banking corporation, and then replaced this loan
with a permanent loan of $1,300,000 with the same lender. In May 2002, Pets
Bowie Delaware Business Trust began offering all of its beneficial interests to
certain qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price was $3,900,000, which consisted of
$1,300,000 in debt assumption and $2,600,000 in equity investment. $90,000 of
the offering proceeds obtained from the new owners was allocated to a property
reserve account. The offering was completed in July 2002 when the maximum
offering amount was raised.

     1031 CHATTANOOGA DBT, a Delaware business trust, acquired a retail property
currently leased to Eckerd in Chattanooga, Tennessee in May 2002. The trust
financed the property with a loan of $1,500,000 from Parkway Bank & Trust Co.,
an Illinois banking corporation. In July 2002, 1031 Chattanooga, L.L.C., the
initial beneficiary of 1031 Chattanooga DBT, began offering all of the
beneficial interests of the trust to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total price
was $3,400,000, which consisted of $1,500,000 in debt assumption and $1,900,000
in equity investment. The offering was completed in May 2003 when the maximum
offering amount was raised.

     LANSING SHOPPING CENTER, DBT a Delaware business trust, purchased a newly
constructed, multi-tenant retail shopping center in Lansing, Illinois in June
2002 from LaSalle Bank National Association, as trustee under trust agreement
dated May 22, 2001 and known as Trust No. 127294. The trust financed its
acquisition of the property with a $5,900,000 first mortgage loan from Parkway
Bank & Trust Co., an Illinois banking corporation. In August 2002, Lansing
Shopping Center, L.L.C., a Delaware limited liability company and the initial
beneficiary of Lansing Shopping Center, DBT, began offering all of the
beneficial interests of the trust to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total price
was $10,900,000, which consisted of $5,900,000 in debt assumption and $5,000,000
in equity investment. $80,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in September 2001 when the
maximum offering amount was raised.

     INLAND 220 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building currently leased to Walt Disney World Co., a
Florida corporation, in Celebration, Osceola County, Florida, in June 2002 from
Walt Disney World Co. in a sale/leaseback transaction. The trust financed its
acquisition of the property with an $18,000,000 first mortgage loan from Bank of
America, N.A., a national banking association. In September 2002, Inland 220
Celebration Place, L.L.C., a Delaware limited liability company and the initial
beneficiary of Inland 220 Celebration Place Delaware Business Trust, began
offering all of the beneficial interests of the trust to certain qualified
persons in need of replacement properties to complete a 1031 tax-deferred
exchange. The total price was $33,800,000, which consisted of $18,000,000 in
debt assumption and $15,800,000 in equity investment. $50,000 of the offering
proceeds was allocated to a property reserve account. The offering was completed
in September 2003 when the maximum offering amount was raised.

     TAUNTON CIRCUIT DELAWARE BUSINESS TRUST acquired a retail property
currently leased to Circuit City in Taunton, Massachusetts in July 2002. The
Trust financed the property with a first mortgage of

                                       20


$2,800,000 from MB Financial Bank. In September 2002, Inland Taunton Circuit,
L.L.C., the initial beneficiary of Taunton Circuit Delaware Business Trust,
offered all of its interest in the trust to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $6,550,000, which consisted of $2,800,000 in debt assumption and $3,750,000
in equity investment. The offering was completed in September 2002.

     BROADWAY COMMONS DELAWARE BUSINESS TRUST acquired a multi-tenant retail
center located in Rochester, Minnesota, in July 2002. The Trust financed the
property with a first mortgage of $8,850,000 from Parkway Bank & Trust Co., an
Illinois banking corporation. In October 2002, Broadway Commons, L.L.C., the
initial beneficiary of Broadway Commons Delaware Business Trust, began offering
all of its beneficial interests in the trust to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price was $17,250,000, which consisted of $8,850,000 in debt assumption
and $8,400,000 in equity investment. $100,000 of the offering proceeds was
allocated to a property reserve account. The offering was completed in December
2003 when the maximum offering amount was raised.

     BELL PLAZA 1031, LLC. REHAB ASSOCIATES XIII, INC., an Illinois corporation
and an affiliate of IREX acquired Bell Plaza, a multi-tenant shopping center in
Oak Lawn, IL on August 28, 1998 for $1,675,000. In October 2002, Rehab
Associates XIII contributed 100% of its interest in the property into Bell Plaza
1031, LLC, a Delaware single member limited liability company, and then offered
all of its membership interests in Bell Plaza, LLC to North Forsyth Associates,
a North Carolina general partnership, which was in need of a replacement
property to complete a 1031 tax-deferred exchange. The total price was
$4,030,000, which consisted of $3,140,000 in debt assumption and $890,000 in
equity investment. $25,000 of the offering proceeds was allocated to a property
reserve account. The offering was completed in November 2002.

     INLAND 210 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building, currently leased to Walt Disney World Co., a
Florida corporation, in Celebration, Osceola County, Florida, in June 2002 from
Walt Disney World Co .in a sale/leaseback transaction. The trust financed its
acquisition of the property with a $5,700,000 first mortgage loan from Bear
Stearns Commercial Mortgage, Inc. In January 2003, Inland 210 Celebration Place
Delaware Business Trust sold its fee simple interest in 210 Celebration Place to
Old Bridge Park Celebration, LLC, a Delaware limited liability company, which
was in need of a replacement property to complete a 1031 tax-deferred exchange.
The total price was $12,000,000, which consisted of $5,700,000 in debt
assumption and $6,300,000 in equity investment.

     COMPUSA RETAIL BUILDING. Lombard C-USA, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail building leased to CompUSA,
Inc. in Lombard, Illinois in January 2003 from an unrelated third party. The
L.L.C. financed its acquisition of the property with a $4,000,000 loan from Bear
Stearns Commercial Mortgage, Inc. In April 2003, Lombard C-USA, L.L.C. began
offering 99% of the undivided tenant-in-common interests in the real estate and
improvements thereon located at 2840 S. Highland Avenue, Lombard, DuPage County,
Illinois for $3,910,500 in cash plus the assumption of the existing indebtedness
to certain qualified persons in need of replacement properties to complete a
1031 tax-deferred exchange. The total price was $7,950,000, which consisted of
$4,000,000 in debt assumption and $3,950,000 in equity investment. As required
by the lender, Lombard C-USA, L.L.C. shall retain at least a 1% tenant-in-common
interest, which is included in the $3,950,000 equity investment. $75,000 of the
offering proceeds was allocated to a property reserve account. The offering was
completed in February 2004 when the maximum offering amount was raised.

     DEERE DISTRIBUTION FACILITY IN JANESVILLE, WISCONSIN. Janesville 1031,
L.L.C., a Delaware limited liability company, purchased a single-tenant, light
industrial distribution center leased to Deere &

                                       21


Company, a Delaware corporation, in Janesville, Wisconsin in February 2003 from
Ryan Janesville, L.L.C., a Minnesota corporation and an affiliate of Ryan
Companies US, Inc. The L.L.C. financed its acquisition of the property with a
$10,450,000 loan from Bear Stearns Commercial Mortgage, Inc. In May 2003,
Janesville 1031, L.L.C. began offering 99% of the undivided tenant-in-common
interests in the real estate and improvements thereon located at 2900 Beloit
Avenue, Janesville, Rock County, Wisconsin for $9,949,500 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $20,500,000, consisted of $10,450,000 in debt assumption and $10,050,000
in equity investment, 1% of which was required by the lender to be retained by
Janesville 1031, L.L.C. $100,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in January 2004 when the
maximum offering was raised.

     FLEET OFFICE BUILDING. Westminster Office 1031, L.L.C., a Delaware limited
liability company, purchased a single-tenant office building leased entirely to
Fleet National Bank, a national banking association, in Providence, Rhode Island
in April 2003 from Fleet National Bank in a sale/leaseback transaction. The
L.L.C. financed its acquisition of the property with a $12,900,000 loan from
Bear Stearns Commercial Mortgage, Inc. In June 2003, Westminster Office 1031,
L.L.C. began offering 99% of the undivided tenant-in-common interests in the
real estate and improvements thereon located at 111 Westminster Street,
Providence, Providence County, Rhode Island for $9,900,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $22,900,000, consisted of $12,900,000 in debt assumption and $10,000,000
in equity investment, 1% of which was required by the lender to be retained by
Westminster Office 1031, L.L.C. $150,000 of the offering proceeds was allocated
to a property reserve account. The offering was completed in January 2004 when
the maximum offering was raised.

     DEERE DISTRIBUTION FACILITY IN DAVENPORT, IOWA. Davenport 1031, L.L.C., a
Delaware limited liability company, purchased a single-tenant, light industrial
distribution center leased to Quad Cities Consolidation and Distribution, Inc.,
an Illinois corporation, in Davenport, Iowa in April 2003 from Ryan Companies
US, Inc., a Minnesota corporation. The lease is fully guaranteed by Deere &
Company, a Delaware corporation. The L.L.C. financed its acquisition of the
property with a loan from Bear Stearns Commercial Mortgage, Inc. In August 2003,
Davenport 1031, L.L.C. began offering 99% of the undivided tenant-in-common
interests in the real estate and improvements thereon located at 2900 Research
Parkway, Davenport, Scott County, Iowa for $15,543,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $28,200,000, consisted of $12,500,000 in debt assumption and $15,700,000
in equity investment, 1% of which was required by the lender to be retained by
Davenport 1031, L.L.C. $100,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in April 2004 when the
maximum offering was raised.

     GRAND CHUTE DST, a Delaware statutory trust, purchased a multi-tenant
retail shopping center in Grand Chute, Wisconsin in October 2002 from
Continental 56 Fund Limited Partnership. The trust funded the acquisition of the
property with cash from the sale of 100% of the beneficial interests in the
trust to Grand Chute, L.L.C., a Delaware limited liability company. Subsequent
to the acquisition of the property, the trust obtained a $5,678,350 loan from
Bank of America, N.A. and the proceeds of the loan were distributed to Grand
Chute, L.L.C. as a partial return of its capital contribution. In January 2003,
Grand Chute, L.L.C. began offering all of its beneficial interests in the trust
to certain qualified persons in need of replacement properties to complete a
1031 tax-deferred exchange. The total price was $12,048,350 which consisted of
$5,678,350 in debt assumption and $6,370,000 in equity investment. $478,350 of
the offering proceeds was allocated to four separate property reserve accounts,
three of which were required by the lender. In September 2003, certain
information in the offering was amended and

                                       22


supplemented through the release of the First Supplement to Private Placement
Memorandum. The offering was completed in March 2004 when the maximum offering
amount was raised.

     MACON OFFICE DST, a Delaware statutory trust, purchased a single-tenant
office complex in Macon, Georgia in October 2002 from UTF Macon, L.L.C. The
trust funded the acquisition of the property with cash from the sale of 100% of
the beneficial interests in the trust to Macon Office, L.L.C., a Delaware
limited liability company. Subsequent to the acquisition of the property, the
trust obtained a $5,560,000 loan from Bank of America, N.A. and the proceeds of
the loan were distributed to Macon Office, L.L.C. as a partial return of its
capital contribution. In October 2003, Macon Office, L.L.C. began offering all
of its beneficial interests in the trust to certain qualified persons seeking a
cash investment, in addition to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price was
$12,160,000 which consisted of $5,560,000 in debt assumption and $6,600,000 in
equity investment. $100,000 of the offering proceeds was allocated to a property
reserve account. The offering was completed in March 2004 when the maximum
offering amount was raised.

     WHITE SETTLEMENT ROAD INVESTMENT, LLC, a Delaware limited liability
company, acquired a retail property currently leased to Eckerd Corporation in
Fort Worth, Texas in July 2003. The LLC funded the acquisition of the property
with cash from an affiliate and with a short-term loan from Parkway Bank and
Trust Co., an Illinois banking corporation, in the amount of $2,041,000. In
November 2003, Fort Worth Exchange, LLC, a Delaware limited liability company
and initial beneficiary of White Settlement Road Investment, LLC, offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $2,840,000, which consisted of $1,420,000 in debt assumption and $1,420,000
in equity investment. The offering was completed in December 2003. Simultaneous
with the completion of the offering, the short-term loan with Parkway was
converted to a permanent loan and the terms of the loan documents were modified
in accordance with a loan commitment from Parkway.

     PLAINFIELD MARKETPLACE. Plainfield 1031, L.L.C., a Delaware limited
liability company, purchased a multi-tenant shopping center located in
Plainfield, IL on December 16, 2003 from Ryan Companies US, Inc., a Minnesota
corporation. The L.L.C. financed its acquisition of the property with a loan
from Bear Stearns Commercial Mortgage, Inc, a New York corporation. In January
2004, Plainfield 1031, L.L.C. began offering 99% of the undivided
tenant-in-common interests in the real estate and improvements thereon located
at 11840 South Route 59, Plainfield, Will County, Illinois for $12,350,250 in
cash plus the assumption of the existing indebtedness to certain qualified
persons in need of replacement properties to complete a 1031 tax-deferred
exchange. The total price, $24,400,000, consisted of $11,925,000 in debt
assumption and $12,475,000 in equity investment, 1% of which was required by the
lender to be retained by Plainfield 1031, L.L.C. The difference between the real
estate acquisition price of $21,700,000 and the total price of $24,400,000
consists of $950,000 acquisition fee, $150,000 for a property reserve account,
and $1,600,000 of estimated costs and expenses. The offering was completed in
June 2004 when the maximum offering amount was raised.

     PIER 1 RETAIL CENTER. Butterfield-Highland 1031, L.L.C., a Delaware limited
liability company, purchased a multi-tenant retail shopping center on December
30, 2003 from the beneficiary of Trust No. 2314, an unrelated third party, which
trust was held by North Side Community Bank as Trustee under the Trust Agreement
dated December 12, 2003. The L.L.C. financed its acquisition of the property
with a loan from Bear Stearns Commercial Mortgage, Inc, a New York corporation.
In March 2004, Butterfield-Highland 1031, L.L.C. began offering 99% of the
undivided tenant-in-common interests in the real estate and improvements thereon
located at 2830 S. Highland Avenue, Lombard, Illinois for $4,257,000 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price, $8,150,000, consisted of $3,850,000 in debt assumption and
$4,300,000 in equity investment, a minimum of 1% of which is required by the

                                       23


lender to be retained by Butterfield-Highland 1031, L.L.C. The difference
between the real estate acquisition price of $7,025,000 and the total price of
$8,150,000 consists of $350,000 acquisition fee, $100,000 for a property reserve
account, and $675,000 of estimated costs and expenses. The offering was
completed in June 2004 when the maximum offering amount was raised.

     LONG RUN 1031, L.L.C. LR 1031, L.L.C., a Delaware limited liability
company, purchased a multi-tenant retail shopping center on January 27, 2003
from Ryan Lemont, L.L.C., the third party seller and developer of the property.
The L.L.C. financed its acquisition of the property with cash and, on April 24,
2003, placed a loan on the Property in the amount of $4,700,000 from Principal
Commercial Funding, LLC. In June 2004, LR 1031, L.L.C. a Delaware limited
liability company and initial beneficiary of Long Run 1031, L.L.C offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $4,960,000 in cash plus the assumption of the existing indebtedness to
certain qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price, $9,660,000 consisted of $4,700,000 in
debt assumption and $4,960,000 in equity investment. The difference between the
real estate acquisition price of $8,500,000 and the total price of $9,660,000
consists of $451,347 acquisition fee, $50,000 for a property reserve account,
and $658,653 of estimated costs and expenses. The offering was completed in June
2004 when the maximum offering amount was raised.

     FORESTVILLE 1031, L.L.C. Forestville Exchange, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail shopping center on November
13, 2003 from Silver Hill, L.L.C., a North Carolina limited liability company,
the property's developer. The L.L.C. financed its acquisition of the property
with cash. In May 2004, Forestville Exchange, L.L.C. a Delaware limited
liability company and initial beneficiary of Forestville 1031, L.L.C offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price,
$3,900,000 consisted of $1,793,630 in mortgage financing from Parkway Bank and
Trust Co., and $2,106,370 in equity investment. The difference between the real
estate acquisition price of $3,450,000 and the total price of $3,900,000
consists of $172,500 acquisition fee and $277,500 of estimated costs and
expenses. The offering was completed in May 2004 when the maximum offering
amount was raised.

     BED, BATH & BEYOND RETAIL CENTER. BBY Schaumburg 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
April 20, 2004 from the American Real Estate Holdings, L.P. a Delaware limited
partnership, an unrelated third party. The L.L.C. financed its acquisition of
the property with a loan from Bear Stearns Commercial Mortgage, Inc, a New York
corporation. In June 2004, BBY Schaumburg 1031, L.L.C. began offering 99% of the
undivided tenant-in-common interests in the real estate and improvements thereon
located at 905-915 East Golf Road, Schaumburg, Illinois for $6,633,000 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price, $12,605,000, consisted of $6,905,000 in debt assumption and
$5,700,000 in equity investment, 1% of which was required by the lender to be
retained by BBY Schaumburg 1031, L.L.C. The difference between the real estate
acquisition price of $11,655,110 and the total price of $13,605,000 consists of
$600,000 acquisition fee, $400,000 for property reserve accounts, and $949,890
of estimated costs and expenses. The offering was completed in October 2004 when
the maximum offering amount was raised.

     CROSS CREEK COMMONS SHOPPING CENTER. Cross Creek 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
February 17, 2004 from Buckley Shuler Real Estate, L.L.C., a Georgia limited
liability company, an unrelated third party. The L.L.C. financed its acquisition
of the property with cash and subsequently placed a loan from Bear Stearns
Commercial Mortgage on the property. In March 2004, Cross Creek 1031, L.L.C.
began offering 99% of the undivided tenant-in-common interests in the real
estate and improvements thereon located at 10920-10948 Cross Creek Boulevard,
Tampa, Florida for $6,930,000 in cash plus the assumption of the existing

                                       24


indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. As of June 30, 2004 the L.L.C. had raised
$2,788,000. The total price, $12,078,762, consisted of $5,078,762 in debt
assumption and $7,000,000 in equity investment, 1% of which was required by the
lender to be retained by Cross Creek 1031, L.L.C. The difference between the
real estate acquisition price of $10,319,583 and the total price of $12,078,762
consists of $520,000 acquisition fee, $150,000 for a property reserve account,
and $1,089,179 of estimated costs and expenses. The offering was completed in
August 2004 when the maximum offering amount was raised.

     BJ'S SHOPPING CENTER EAST SYRACUSE, NEW YORK. BJS Syracuse 1031, L.L.C., a
Delaware limited liability company, purchased a multi-tenant retail shopping
center on April 30, 2004 from the American Real Estate Holdings, L.P. a Delaware
limited partnership, an unrelated third party. The L.L.C. financed its
acquisition of the property with a loan and cash. In June 2004, BJS Syracuse
1031, L.L.C. began offering 99% of the undivided tenant-in-common interests in
the real estate and improvements thereon located at 2-4 Chevy Drive, East
Syracuse, New York for $8,365,500 in cash plus the assumption of the existing
indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. The total price of the purchase was
$15,850,000. The total price, $15,850,000, consisted of $7,400,000 in debt
assumption and $8,450,000 in equity investment, 1% of which was required by the
lender to be retained by BJS Syracuse 1031, L.L.C. The difference between the
real estate acquisition price of $13,500,000 and the total price of $15,850,000
consists of $675,000 acquisition fee, $150,000 for a property reserve account,
and $1,525,000 of estimated costs and expenses. The offering was completed in
October 2004 when the maximum offering amount was raised.

     BARNES & NOBLE RETAIL CENTER CLAY, NEW YORK. Clay 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
April 15, 2004 from the Clay First Associates, L.L.C., an unrelated third party.
The L.L.C. financed its acquisition of the property with an assumed mortgage and
note for $3,175,000 and cash. In June 2004, Clay 1031, L.L.C. began offering 99%
of the undivided tenant-in-common interests in the real estate and improvements
thereon located at 3954-3956 Route 31, Clay, New York for $3,930,300 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price, $7,145,000, consisted of $3,175,000 in debt assumption and
$3,970,000 in equity investment, 1% of which was required by the lender to be
retained by BJS Syracuse 1031, L.L.C. The difference between the real estate
acquisition price of $6,100,000 and the total price of $7,145,000 consists of
$305,000 acquisition fee, $100,000 for a property reserve account, and $640,000
of estimated costs and expenses. The offering was completed in February 2005
when the maximum offering amount was raised.

     PORT RICHEY 1031, L.L.C. Port Rickey Exchange, L.L.C., a Delaware limited
liability company, purchased a multi-tenant retail shopping center on January
30, 2004 from Land Capital Group, Inc., an unrelated third party. The L.L.C.
financed its acquisition of the property with cash and, on February 25, 2004,
placed a loan on the Property in the amount of $2,900,000 from Bear Stearns
Commercial Mortgage, Inc. In July 2004, Port Richey Exchange, L.L.C., a Delaware
limited liability company and initial beneficiary of Port Richey 1031, L.L.C.
offered its entire membership interest in the LLC to a qualified person in need
of a replacement property to complete a 1031 tax-deferred exchange. The total
price, $5,975,000 consisted of $2,900,000 in debt assumption and $3,075,000 in
equity investment. The difference between the real estate acquisition price of
$5,250,000 and the total price of $5,975,000 consists of $262,500 acquisition
fee and $437,500 of estimated costs and expenses and $25,000 for a property
reserve account. The offering was completed in July 2004 when the maximum
offering amount was raised.

     WALGREENS STORE HOBART INDIANA. Hobart 1031, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail shopping center on June 10,
2004 from C. Hobart, L.L.C., an unrelated

                                       25


third party. The L.L.C. financed its acquisition of the property with cash. In
July 2004, Hobart 1031, L.L.C. began offering 99% of the undivided
tenant-in-common interests in the real estate and improvement thereon located at
732 West Old Ridge Road, Hobart, Indiana for $6,534,000 in cash to certain
qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price, $6,534,000 consists of an equity
investment, 1% of which will be retained by Hobart 1031, L.L.C. The difference
between the real estate acquisition price of $5,575,000 and the total price of
$6,534,000 consists of $235,000 acquisition fee, $50,000 for a property reserve
account, and $740,000 of estimated costs and expenses. The offering was
completed in February 2005 when the maximum offering amount was raised.

     KRAFT COLD STORAGE FACILITY, MASON CITY, IOWA. Mason City 1031, L.L.C., a
Delaware limited liability company, purchased a single-tenant light industrial
building on June 2, 2004 from MDG Iowa, L.P., an unrelated third party. The
L.L.C. financed its acquisition of the property with a mortgage and note for
$5,333,000 and cash. In July 2004, Mason City 1031, L.L.C. began offering 99% of
the undivided tenant-in-common interests in the real estate and improvements
thereon located at 904 - 12th Street, Mason City Iowa for $5,610,330 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price, $11,000,000 consisted of $5,333,000 in debt assumption and
$5,667,000 in equity investment, 1% of which was required by the lender to be
retained by Mason City 1031, L.L.C. The difference between the real estate
acquisition price of $9,550,000 and the total price of $11,000,000 consists of
$480,000 acquisition fee, $100,000 for a property reserve account, environmental
insurance credit of $50,000 and $820,000 of estimated costs and expenses. The
offering was completed in December 2004 when the maximum offering amount was
raised.

     HUNTINGTON SQUARE PLAZA, NEW YORK. Huntington Square 1031, L.L.C., a
Delaware limited liability company, purchased a multi-tenant retail shopping
center on July 16, 2004 from Starwood Ceruzzi Commack, L.L.C., an unrelated
third party. The L.L.C. financed its acquisition of the property with an assumed
first mortgage and note for $19,150,000, a junior loan in the amount of
$6,180,000 and cash. On August 30, 2004, Huntington Square 1031, L.L.C. began
offering 99% of the undivided tenant-in-common interests in the real estate and
improvement thereon located at 3124 East Jericho Turnpike, New York for
$20,050,000 in cash plus the assumption of the existing first mortgage
indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. The total price, $39,200,000 consisted of
$19,150,000 in debt assumption and $20,050,000 in equity investment, 1% of which
was required by the lender to be retained by Huntington Square 1031, L.L.C. The
difference between the real estate acquisition price of $24,821,392 and the
total price of $39,200,000 consists of $1,500,000 acquisition fee, $150,000 for
a property reserve account and $2,728,608 of estimated costs and expenses. The
offering is currently selling.

     BEST BUY STORE, REYNOLDSBURG, OHIO. Reynoldsburg 1031, L.L.C., a Delaware
limited liability company, purchase a single-tenant retail shopping center on
August 5, 2004 from NOCA Retail Development Limited, an unrelated third party.
The L.L.C. financed its acquisition of the property with a loan from Bear
Stearns Commercial Mortgage, Inc., a New York corporation for $4,950,000 and
cash. In June 2004, Reynoldsburg 1031, L.L.C. began offering 99% of the
undivided tenant-in-common interests in the real estate and improvements thereon
located at 2872 Taylor Road, Reynoldsburg, Ohio for $5,395,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $10,345,000 consisted of $4,950,000 in debt assumption and $5,395,000 in
equity investment, 1% of which was required by the lender to be retained by
Reynoldsburg 1031, L.L.C. The difference between the real estate acquisition
price of $9,000,000 and the total price of $10,345,000 consists of $450,000
acquisition fee, $100,000 for a property reserve account, and $795,000 of
estimated costs and expenses. The offering was completed in February 2005 when
the maximum offering amount was raised.

                                       26


     DEERE & COMPANY DISTRIBUTION FACILITY IN JEFFERSON CITY, TENNESSEE.
Jefferson City 1031, L.L.C., a Delaware limited liability company, purchased a
free-standing industrial distribution facility from Flat Gap Road L.L.C. The
property is fully leased by Deere & Company, a Delaware corporation. The L.L.C.
financed its acquisition of the property with a loan from LaSalle Bank National
Association. In December 2004, Jefferson City 1031, L.L.C. began offering 99% of
the undivided tenant-in-common interests in the real estate and improvements
thereon located at 1400 Flat Gap Road, Jefferson City, Jefferson County,
Tennessee for $10,973,000 in cash plus the assumption of the existing
indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. The total price, $20,735,000, consisted
of $9,762,000 in debt assumption and $10,973,000 in equity investment, 1% of
which was required by the lender to be retained by Jefferson City 1031, L.L.C.
The difference between the real estate acquisition price of $17,750,000 and the
total price of $20,735,000 consists of $1,300,000 acquisition fee and market
value adjustment, $100,000 for a property reserve account and $1,585,000 of
estimated costs and expenses. As of December 31, 2004 there were no investors.

     INDIANAPOLIS ENTERTAINMENT 1031, L.L.C. Indianapolis Entertainment
Exchange, L.L.C., a Delaware limited liability company purchased a single tenant
restaurant on April 20, 2004 from American Real Estate Holdings Limited
Partnership, a Delaware limited partnership, an unrelated third party. The
L.L.C. financed its acquisition of the property with cash and, on June 30, 2004,
placed a loan on the property in the amount of $1,061,000 from Bear Stearns
Commercial Mortgage, Inc. In October 2004, Indianapolis Entertainment Exchange,
L.L.C., a Delaware limited liability company and initial beneficiary of
Indianapolis Entertainment 1031, L.L.C., offered its entire membership interest
in the LLC to certain qualified persons in need of a replacement property to
complete a 1031 tax-deferred exchange. The total price, $2,190,000, consisted of
$1,061,000 in debt assumption and $1,129,000 in equity investment. The
difference between the real estate acquisition price of $1,929,316 and the total
price of $2,190,000 consists of $95,000 acquisition fee and $165,684 of
estimated costs and expenses. The offering was completed in October 2004 when
the maximum offering amount was raised.

     MOBILE ENTERTAINMENT 1031, L.L.C. Indianapolis Entertainment Exchange,
L.L.C., a Delaware limited liability company purchased a single tenant
restaurant on April 20, 2004 from American Real Estate Holdings Limited
Partnership, a Delaware limited partnership, an unrelated third party. The
L.L.C. financed its acquisition of the property with cash and, on June 30, 2004,
placed a loan on the property in the amount of $770,000 from Bear Stearns
Commercial Mortgage, Inc. In October 2004, Indianapolis Entertainment Exchange,
L.L.C., a Delaware limited liability company and initial beneficiary of
Indianapolis Entertainment 1031, L.L.C., offered its entire membership interest
in the LLC to certain qualified persons in need of a replacement property to
complete a 1031 tax-deferred exchange. The total price, $1,578,000, consisted of
$770,000 in debt assumption and $808,000 in equity investment. The difference
between the real estate acquisition price of $1,400,632 and the total price of
$1,578,000 consists of $42,000 acquisition fee and $135,365 of estimated costs
and expenses. The offering was completed in October 2004 when the maximum
offering amount was raised.

     KOHL'S STORE IN STOUGHTON, MASSACHUSETTS. Stoughton 1031, L.L.C., a
Delaware limited liability company, purchased a free standing retail building on
August 13, 2004 from Koffler/GID Stoughton, LLC, an unrelated third party. The
L.L.C. financed its acquisition of the property with a loan from Bear Stearns
Commercial Mortgage, Inc. for $12,063,000 and cash. In October 2004, Stoughton
1031, L.L.C. began offering 99% of the undivided tenant-in-common interests in
the real estate and improvements thereon located at 501 Technology Center Drive,
Stoughton, Norfolk County, Massachusetts for $10,187,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $19,950,000, consisted of $9,763,000 in debt assumption and $10,187,000
in equity investment, 1% of which was required by the lender to be retained by
Stoughton 1031, L.L.C. The difference between the real estate

                                       27


acquisition price of $17,650,000 and the total price of $19,950,000 consists of
$775,000 acquisition fee, $100,000 for a property reserve account and $1,425,000
of estimated costs and expenses. The offering is currently selling.

                                       28


     The following summary table describes the fees and expenses incurred by
each of our entities in our 1031 Exchange Private Placement Offering Project.



                                                    Sentry                                    Lansing      Inland 220
                                     Landings       Office                       1031         Shopping    Celebration
                                   of Sarasota     Building     Pets Bowie    Chattanooga      Center        Place
                                       DBT           DBT           DBT            DBT           DBT           DBT
                                  -----------------------------------------------------------------------------------
                                                                                         
Commissions & Fees(1)                Up to 8.5%   Up to 8.5%    Up to 8.5%     Up to 8.5%    Up to 8.5%    Up to 8.5%
Selling Commission To 3rd Party
Reps                                      6.00%        6.00%         6.00%          6.00%         6.00%         6.00%
Due Diligence Fee                         0.50%        0.50%         0.50%          0.50%         0.50%         0.50%
Marketing Expenses                        1.00%        1.50%         1.50%          1.50%         1.50%         1.00%
Offering & Organization                   1.00%        0.50%         0.50%          0.50%         0.50%         1.00%
Mortgage Broker Fee (IMC)(2)              0.50%        0.50%         0.50%          0.50%         0.50%         0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                            N/A         0.71%         0.77%          0.90%         0.88%         1.18%
Bridge Financing Fees                      N/A          N/A          1.49%          0.50%         0.20%         0.10%
Total Load(4)                     11.25%-12.75%       14.23%        13.68%         14.39%        13.68%        13.23%
Asset Management Fees(5)                   N/A         0.75%         1.00%          0.56%         0.55%         0.52%
Property Management                                               Paid by
Fees(6)                                    4.5%         5.0%    Asset Mgr.           5.0%          5.0%          4.5%
Backend Sales Commission                   3.5%         3.5%          3.5%           3.5%          3.5%          N/A




                                                                                                           Janesville
                                                                              Inland 210      CompUSA        Deere
                                      Taunton     Broadway                    Celebration      Retail     Distribution
                                      Circuit     Commons      Bell Plaza        Place        Building      Facility
                                        DBT         DBT         1031 LLC          DBT           LLC         1031 LLC
                                  ------------------------------------------------------------------------------------
                                                                                         
Commissions & Fees(1)                Up to 8.0%  Up to 8.77%   Up to 9.19%    Up to 5.27%   Up to 8.56%    Up to 8.6%
Selling Commission To 3rd Party
Reps                                      6.00%        6.00%         6.00%          3.81%         6.00%         6.00%
Due Diligence Fee                         0.50%        0.50%         0.50%          0.00%         0.50%         0.50%
Marketing Expenses                        1.00%        1.00%         1.00%          0.50%         1.00%         1.00%
Offering & Organization                   0.50%        1.27%         1.69%          0.96%         1.06%         1.10%
Mortgage Broker Fee (IMC)(2)              0.61%        0.50%         0.50%          0.50%         0.50%         0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                           0.69%        0.75%          N/A           0.89%         0.82%         0.87%
Bridge Financing Fees                     0.07%        0.23%          N/A           0.23%         0.23%         0.23%
Total Load(4)                            11.89%       12.98%        23.02%         10.52%        14.93%        13.93%
Asset Management Fees(5)                  0.57%         N/A          0.53%          0.53%         0.63%         0.49%
Property Management Fees(6)                4.0%         5.0%          5.0%           4.5%          4.5%          4.5%
Backend Sales Commission                   N/A          N/A           3.5%           N/A           N/A           N/A


                                       29




                                                    Davenport                                        White
                                                      Deere                                       Settlement
                                   Fleet Office    Distribution                      Macon           Road         Plainfield
                                     Building        Facility      Grand Chute       Office       Investment      Marketplace
                                     1031 LLC        1031 LLC          DST            DST             LLC          1031 LLC
                                  -------------------------------------------------------------------------------------------
                                                                                                
Commissions & Fees(1)               Up to 8.52%     Up to 8.42%    Up to 8.82%     Up to 8.52%    Up to 8.52%     Up to 8.76%
Selling Commission To 3rd Party
Reps                                      6.00%           6.00%          6.00%           6.00%          7.04%           6.00%
Due Diligence Fee                         0.50%           0.50%          0.50%           0.50%          0.60%           0.50%
Marketing Expenses                        1.00%           1.00%          1.00%           1.00%          1.16%           1.00%
Offering & Organization                   1.02%           0.92%          1.32%           1.02%          1.66%           1.26%
Mortgage Broker Fee (IMC)(2)              0.50%           0.71%          0.50%           0.50%          0.97%           0.57%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                           0.85%           0.77%          0.84%           0.72%          8.99%           3.89%
Bridge Financing Fees                     0.35%           0.72%          0.13%           0.81%          0.12%           0.92%
Total Load(4)                            14.57%          13.18%         12.96%          14.24%         30.90%          20.44%
Asset Management Fees(5)                  0.49%           0.50%          0.66%           0.66%          0.00%           0.04%
Property Management Fees(6)                4.5%            4.5%           5.0%            4.5%           5.0%            5.0%
Backend Sales Commission                   N/A              NA             NA              NA             NA              NA




                                                                                                                     BJ's
                                   Pier 1 Retail                                   Bed, Bath &    Cross Creek      Shopping
                                      Center         Long Run       Forestville      Beyond         Commons         Center
                                     1031 LLC        1031 LLC         1031 LLC      1031 LLC        1031 LLC       1031 LLC
                                  ------------------------------------------------------------------------------------------
                                                                                                
Commissions & Fees(1)                Up to 8.73%    Up to 8.37%     Up to 8.40%    Up to 8.70%     Up to 8.64%    Up to 8.59%
Selling Commission To 3rd Party
Reps                                       6.00%          5.84%           5.54%          6.00%           6.00%          6.00%
Due Diligence Fee                          0.50%         0..49%           0.46%          0.50%           0.50%          0.50%
Marketing Expenses                         1.00%          0.97%           0.93%          1.00%           1.00%          1.00%
Offering & Organization                    1.23%          1.07%           1.46%          1.20%           1.14%          1.09%
Mortgage Broker Fee (IMC)(2)               0.50%          0.47%           0.43%          0.55%           0.40%          0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                            4.29%          5.31%           5.00%          5.15%           5.04%          5.00%
Bridge Financing Fees                      0.94%
Total Load(4)                             23.84%         22.38%          21.34%         23.13%          22.99%         26.04%
Asset Management Fees(5)                   0.06%          0.20%           0.00%          0.15%           0.11%          0.12%
Property Management Fees(6)                 5.0%           5.0%            5.0%           5.0%            5.0%           5.0%
Backend Sales Commission                     NA             NA              NA            N/A              NA             NA


                                       30




                                      Barnes &                                    Kraft Cold                       Best Buy
                                    Noble Retail                     Walgreen       Storage       Huntington        Store
                                       Center       Port Richey    Store Hobart    Facility      Square Plaza    Reynoldsburg
                                      1031 LLC       1031 LLC        1031 LLC      1031 LLC        1031 LLC        1031 LLC
------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Commissions & Fees(1)                Up to 8.69%     Up to 8.4%     Up to 8.52%   Up to 8.75%     Up to 8.02%     Up to 8.64%
Selling Commission To 3rd Party
Reps                                       6.00%          5.55%           6.00%         6.00%           6.00%           6.00%
Due Diligence Fee                          0.50%          0.46%           0.50%         0.50%           0.50%           0.50%
Marketing Expenses                         1.00%          0.93%           1.00%         1.00%           1.00%           1.00%
Offering & Organization                    1.19%          1.46%           1.02%         1.25%            .52%           1.14%
Mortgage Broker Fee (IMC)(2)               0.50%          0.43%            N/A          0.50%           0.58%           0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                            5.00%          5.00%           4.22%         5.03%           4.31%           5.00%
Bridge Financing Fees                      0.49%          0.56%           1.25%         0.56%           0.47%           0.69%
Total Load(4)                             23.80%         22.80%          14.77%        22.94%          12.14%          23.08%
Asset Management Fees(5)                   0.13%          0.08%           0.08%         0.05%           0.03%           0.06%
Property Management Fees(6)                 5.0%           5.0%            4.5%          4.5%            4.5%            2.9%
Backend Sales Commission                     NA            N/A             N/A           N/A             N/A             N/A




                                                                      Mobile      Indianapolis
                                 Jefferson City     Stoughton     Entertainment   Entertainment
                                    1031 LLC         1031 LLC       1031 LLC        1031 LLC
                                ---------------------------------------------------------------
                                                                       
Commissions & Fees(1)              Up to 8.63%     Up to 8.61%     Up to 9.88%     Up to 9.07%
Selling Commission To 3rd
Party Reps                               6.00%           6.00%           5.86%           5.82%
Due Diligence Fee                        0.50%           0.50%           0.49%           0.48%
Marketing Expenses                       1.00%           1.00%           0.98%           0.97%
Offering & Organization                  1.13%           1.11%           2.56%           1.80%
Mortgage Broker Fee (IMC)(2)             0.61%           0.56%           0.50%           0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          7.32%           4.39%           3.00%           4.92%
Bridge Financing Fees                    0.30%           0.42%           0.73%           0.73%
Total Load(4)                           16.25%          21.60%          12.66%          23.09%
Asset Management Fees(5)                 0.09%           0.10%           0.37%           0.27%
Property Management Fees(6)               2.9%            2.9%            2.9%            2.9%
Backend Sales Commission                  N/A             N/A             N/A             N/A


(1)  Commissions and fees are calculated as a percentage of the equity portion
of each deal.

(2)  The Mortgage Broker Fee is calculated as a percentage of the debt portion
of each deal.

(3)  Acquisition & Carrying Costs are calculated as a percentage of the real
estate acquisition price.

                                       31


(4)  The Total Load is calculated as a percentage of the equity portion of each
deal. The Total Load includes the Commissions & Fees, Mortgage Broker Fee,
Acquisition Fee & Carrying Costs, as well as any other non-affiliated third
party expenses.

(5)  Asset Management Fees are calculated as a percentage of the value of the
assets under management. However, for The Landings and Broadway Commons, which
are both Master Lease deals, the Master Tenant Income is the residual cash flow
from the Property after payment of the Master Lease Rent. As a result, it is not
possible to accurately represent the Master Tenant Income as a percentage of the
value of the assets under management.

(6)  Property Management Fees are calculated as a percentage of Gross Income
from the property.

The following additional fees are the same for each deal:

     Loan Servicing Fee - IMSC will be compensated with a monthly fee equal to
the outstanding principal balance of the loan at the beginning of every month
multiplied by 1/8% then divided by 12. This figure, however shall never exceed
$10,000, nor be less than $1,200 monthly.

     Termination Fees - (i) MASTER LEASE: 8.333% of the last 12 Months of NOI
less Rent payments for the same 12 months multiplied by the number of months
remaining on the then-current term of the Master Lease and (ii) ASSET & PROPERTY
MANAGEMENT AGREEMENTS: The sum of the current monthly AM & PM fees times the
number of months remaining on the term.

                                       32


     The following table summarizes cash distributions to investors for each of
the 1031 Exchange Private Placement Offering Projects through December 31, 2004:

                            1031 EXCHANGE PERFORMANCE
                     DISTRIBUTIONS THROUGH DECEMBER 31, 2004



                                                                                     2001         2002         2003        2004
                                     Number   Offering    Offering Distributions    Annual       Annual       Annual      Annual
                                      of       Equity    Completed    To Date    Distribution Distribution Distribution Distribution
Name of Entity                     Investors    ($)         ($)         ($)          (%)          (%)          (%)          (%)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Landings of Sarasota DBT               9      4,000,000   05/2002      967,036       8.00         8.00        8.07          8.39
Sentry Office Building DBT             7      3,500,000   04/2002      838,352                    8.20        8.73          9.25
Pets Bowie DBT                         7      2,600,000   07/2002      583,006                    8.89        8.89          9.12
1031 Chattanooga DBT                   9      1,900,000   05/2002      396,165                    8.19        8.26          8.26
Lansing Shopping Center DBT            5      5,000,000   09/2001      966,308                    8.47        8.29          8.96
Inland 220 Celebration Place DBT      35     15,800,000   09/2003    2,461,974                    8.08        8.10          8.10
Taunton Circuit DBT                    1      3,750,000   09/2002      678,650                    8.22        8.31          8.31
Broadway Commons DBT                  32      8,400,000   12/2003      981,185                    8.14        8.22          8.26
Bell Plaza 1031, LLC                   1        890,000   11/2003      254,491                   13.53       14.67         16.05
Inland 210 Celebration Place DBT       1      6,300,000   01/2003    1,020,331                                8.23          8.23
CompUSA Retail Building, LLC          11      3,950,000   02/2004      386,560                                8.05          8.17
Janesville Deere Distribution
Facility 1031, LLC                    35     10,050,000   01/2004      858,827                                7.23          7.35
Fleet Office Building 1031, LLC       30     10,000,000   01/2004      796,941                                7.19          7.19
Davenport Deere Distribution
Facility 1031, LLC                    35     15,700,000   04/2004    1,063,928                                7.36          7.36
Grand Chute DST                       29      5,370,000   03/2004      400,400                                8.48          8.49
Macon Office DST                      29      6,600,000   03/2004      515,838                                8.20          8.20
White Settlement Road Investment,
  LLC                                  1      1,420,000   12/2003      115,084                                              8.34
Plainfield Marketplace 1031, LLC      31     12,475,000   06/2004      406,197                                              7.09
Pier 1 Retail Center 1031, LLC        22      4,300,000   06/2004      134,212                                              7.20
Long Run 1031, LLC                     1      4,935,000   05/2004      215,000                                              9.42
Forestville 1031, LLC                  1      3,900,000   05/2004      148,563                                              7.55

Bed, Bath & Beyond 1031, LLC          19      6,633,000      *          49,536                                              7.58
Cross Creek Commons 1031, LLC         26      6,930,000   08/2004      122,412                                              7.30
BJ's Shopping Center 1031, LLC         7      8,365,000      *           8,606                                              7.69
Barnes & Noble Retail Center
  1031, LLC                            1      3,930,000      *           1,507                                              6.65
Port Richey 1031, LLC                  1      3,075,000   07/2004       47,330                                              9.24
Walgreen Store Hobart 1031, LLC       11      6,534,000      *          19,907                                              5.78
Kraft Cold Storage Facility
  1031, LLC                           19     11,000,000      *          28,440                                              7.00
Huntington Square Plaza 1031,
  LLC                                 16     39,200,000      *               -                                               N/A
Best Buy Store Reynoldsburg
  1031, LLC                            4     10,345,000      *               -                                               N/A
Jefferson City 1031, LLC               0     10,973,000                      -                                               N/A
Stoughton 1031, LLC                    1     19,950,000                      -                                               N/A


                                       33




                                                                                     2001         2002       2003           2004
                                    Number    Offering   Offering  Distributions    Annual       Annual     Annual         Annual
                                      of       Equity    Completed    To Date    Distribution Distribution Distribution Distribution
Name of Entity                     Investors     ($)        ($)         ($)          (%)          (%)          (%)          (%)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Indianapolis Entertainment 1031,
LLC                                    1       2,190,000                       -                                            N/A
Mobile Entertainment 1031, LLC         1       1,578,000    *                  -                                            N/A
                                             -----------           -------------

                                             261,543,000              14,466,786
                                             ===========           =============


*  Offering was not complete as of December 31, 2004

                                       34


                                   MANAGEMENT

INLAND AFFILIATED COMPANIES

THE DISCUSSION UNDER THIS SECTION WHICH STARTS ON PAGE 64 OF OUR PROSPECTUS IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:

Inland US Management LLC, Inland Southwest Management LLC and Inland Pacific
Property Services LLC, our management companies, were formed to segregate
responsibility for management of our properties from Inland Property Management
companies' growing management portfolio of retail properties. Our property
management companies are responsible for collecting rent, leasing, and
maintaining the retail properties they manage. These properties are primarily
intended to be our properties in our primary geographical area of investment.
Our property management companies are owned primarily by individuals who are
affiliates of Inland.

WE HAVE ADDED A FOURTEENTH PARAGRAPH, UNDER THIS SECTION ON "INLAND AFFILIATED
COMPANIES" WHICH STARTS ON PAGE 64 OF OUR PROSPECTUS TO READ AS FOLLOWS:

On February 11, 2005, Inland American Real Estate Trust, Inc. filed a 
registration statement on Form S-11 to register 500,000,000 shares of common 
stock and up to 40,000,000 shares of their common stock for participants in 
their distribution reinvestment program. The registration statement has not 
been declared effective by the Securities and Exchange Commission, and there is
no assurance when and if it will be declared effective. Inland American Real 
Estate Trust, Inc. is affiliated with The Inland Group.

THE BIOGRAPHY UNDER THIS SECTION, WHICH STARTS ON PAGE 67 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:

     ROBERT D. PARKS is a Director of The Inland Group, Inc. and one of its four
original principals; Chairman of Inland Real Estate Investment Corporation, 
Director of Inland Securities Corporation, and a Director of Inland Investment 
Advisors, Inc. Mr. Parks is Chairman, Chief Executive Officer, and Affiliated 
Director of Inland American Real Estate Trust, Inc. and President, Chief 
Executive Officer and a Director of Inland Real Estate Corporation. He is 
Chairman, Officer and Director of Inland Retail Real Estate Trust, Inc., and 
Mr. Parks is Affiliated Director of Inland Real Estate Exchange Corporation.

     Mr. Parks is responsible for the ongoing administration of existing
investment programs, corporate budgeting and administration for Inland Real
Estate Investment Corporation. He oversees and coordinates the marketing of all
investments and investor relations.

     Prior to joining Inland, Mr. Parks taught in Chicago's public schools. He
received his B.A. Degree from Northeastern Illinois University and his M.A.
Degree from the University of Chicago. He is a registered Direct Participation
Program Limited Principal with the National Association of Securities Dealers.
He is a member of the Real Estate Investment Association, the Financial Planning
Association, the Foundation for Financial Planning as well as a member of the
National Association of Real Estate Investment Trusts (NAREIT).

OUR DIRECTORS AND EXECUTIVE OFFICERS

THE BIOGRAPHIES INCLUDED IN THIS SUBSECTION, WHICH STARTS ON PAGE 68 OF OUR
PROSPECTUS, IS SUPERCEDED IN THE ENTIRETY AND REPLACED BY THE FOLLOWING:

   ROBERTA S. MATLIN joined Inland Real Estate Investment Corporation (IREIC) in
1984 as director of investor administration and currently serves as Senior Vice
President of IREIC, directing the day-to-day internal operations. Ms. Matlin is
a director of IREIC, a director and president of Inland Investment Advisors,
Inc., and Intervest Southern Real Estate Corporation, and a director and vice
president of Inland Securities Corporation. She is the president of Inland
American Advisory Services, Inc. Since 2004, she has been vice president of
administration of Inland American Real Estate Trust, Inc. She was Vice President
of Administration of Inland Real Corporation from 1995 until 2000 and

                                       35


of Inland Retail Real Estate Trust, Inc from 1998 until 2004. From June 2001
until April 2004, she was a trustee and executive vice president of Inland
Mutual Fund Trust. Prior to joining Inland, she worked for the Chicago Region of
the Social Security Administration of the Untied States Department of Health and
Human Services. Ms. Matlin is a graduate of the University of Illinois. She
holds Series 7, 22, 24, 39, 63 and 65 licenses from the National Association of
Securities Dealers.

   SCOTT W. WILTON has been our secretary since our formation. Mr. Wilton joined
The Inland Group in January 1995. He is assistant vice president of The Inland
Real Estate Group, Inc. and assistant counsel with The Inland Real Estate Group
law department. From 1998 through 2004, Mr. Wilton was secretary of Inland
Retail Real Estate Trust, Inc. and Inland Retail Real Estate Advisory Services,
Inc. In 2001, he became the Secretary of Inland Real Estate Exchange
Corporation. In 2004, he became secretary of Inland American Real Estate Trust,
Inc. Mr. Wilton is involved in all aspects of The Inland Group's business,
including real estate acquisitions and financing, securities law and corporate
governance matters, leasing and tenant matters, and litigation management. He
received B.S. degrees in economics and history from the University of Illinois
at Champaign 1982 and his law degree from Loyola University of Chicago, Illinois
1985. Prior to joining The Inland Group, Mr. Wilton worked for the Chicago law
firm of Williams, Rutstein, Goldfarb, Sibrava and Midura, Ltd., specializing in
real estate and corporate transactions and litigation.

   BRENDA G. GUJRAL is President, Chief Operating Officer and a director of
Inland Real Estate Investment Corporation (IREIC) and President, Chief Operating
Officer and a director of Inland Securities Corporation (ISC) - a member firm of
the National Association of Securities Dealers (NASD). Mrs. Gujral is also a
director of Inland Investment Advisors, Inc.; Chairman of the Board of Inland
Real Estate Exchange Corporation; and Mrs. Gujral is Director and President of
Inland American Real Estate Trust, Inc.

Mrs. Gujral has overall responsibility for the operations of IREIC, including
the distribution of checks to over 50,000 investors, review of periodic
communications to those investors, the filing of quarterly and annual reports
for Inland's publicly registered investment programs with the Securities and
Exchange Commission, compliance with other SEC and NASD securities regulations
both for IREIC and ISC, review of asset management activities, and marketing and
communications with the independent broker/dealer firms selling Inland's current
and prior programs. Mrs. Gujral works with internal and outside legal counsel in
structuring IREIC's investment programs and in connection with the preparation
of its offering documents and registering the related securities with the
Securities and Exchange Commission and state securities commissions.

Mrs. Gujral has been with the Inland organization for 22 years, becoming an
officer in 1982. Prior to joining Inland, she worked for the Land Use Planning
Commission establishing an office in Portland, Oregon, to implement land use
legislation for that state.

She is a graduate of California State University. She holds Series 7, 22, 39 and
63 licenses from the NASD. Mrs. Gujral is a member of the National Association
of Real Estate Investment Trusts (NAREIT), the Financial Planning Association
(FPA), the Foundation for Financial Planning (FFP) and the National Association
for Female Executives.

   KENNETH H. BEARD is president and chief executive officer of Midwest
Mechanical Group, a mechanical construction and service company. From 1999-2002
he was president and chief executive officer of Exelon Services, a subsidiary of
Exelon Corporation, where he had responsibility for financial performance
including being accountable for creating business strategy, growing the business
through acquisition, integrating acquired companies and developing
infrastructure for the combined acquired businesses. Prior to that position,
from 1974 to 1999, Mr. Beard was the founder, president and chief executive
officer of Midwest Mechanical, Inc., a heating, ventilation and air conditioning
company providing innovative and cost effective construction services and
solutions for commercial, industrial, and institutional facilities. From 1964 to
1974, Mr. Beard was employed by The Trane Company, a manufacturer of heating,
ventilating and air conditioning equipment having positions in sales, sales
management and general management.

Mr. Beard holds a MBA and BSCE from the University of Kentucky and is a licensed
mechanical engineer. He is on the board of directors of the Wellness House in
Hinsdale, Illinois, a cancer support organization and serves on the Dean's
Advisory Council of the University of Kentucky, School of Engineering. Mr. Beard
is a past member of the Oak Brook, Illinois Plan Commission (1981-1991) and a
past board member of Harris Bank, Hinsdale (1985-2004).

                                       36


     PAUL R. GAUVREAU is the retired chief financial officer, financial vice
president and treasurer of Pittway Corporation, New York Stock exchange listed
manufacturer and distributor of professional burglar and fire alarm systems and
equipment from 1966 until its sale to Honeywell, Inc. in 2001. He was president
of Pittway's non-operating real estate and leasing subsidiaries through 2001. He
was a financial consultant to Honeywell, Inc.; Genesis Cable, L.L.C.; ADUSA,
Inc. He was a director and audit committee member of Cylink Corporation, a
Nasdaq Stock Market listed manufacturer of voice and data security products from
1998 until its merger with Safenet, Inc. in February 2003.

Mr. Gauvreau holds a MBA from the University of Chicago and a BSC from Loyola
University of Chicago. He is on the Board of Trustees, Chairman of the
Advancement Committee, and Vice Chairman of the Finance Committee of Benedictine
University, Lisle, Illinois; a member of the Board of Trustees of the Chaddick
Institute of DePaul University, Chicago, Illinois; and a member of the board of
directors and vice president of the Children's Brittle Bone Foundation, Pleasant
Prairie, Wisconsin.

COMPENSATION OF DIRECTORS AND OFFICERS

THE DISCUSSION INCLUDED IN THIS SUBSECTION, WHICH STARTS ON PAGE 76 OF OUR
PROSPECTUS, IS SUPERCEDED IN THE ENTIRETY AND REPLACED BY THE FOLLOWING:

We pay our independent directors an annual fee of $5,000 (increased to $10,000
effective October 1, 2004) plus $500 for each in person meeting, and $350 for
each meeting of the board or a committee (excluding the audit committee) of the
board attended by telephone, and reimbursement of their out-of-pocket expenses
incurred. Effective December 1, 2004, we pay our audit committee members $750
for each in personal audit committee meeting and $500 for each audit committee
meeting attended by telephone. Our two other directors, Robert D. Parks and
Brenda G. Gujral, do not receive any fees or other remuneration for serving as
directors.

                                   OUR ADVISOR

THE DISCUSSION UNDER THIS SECTION ON "OUR ADVISORY AGREEMENT" WHICH STARTS ON
PAGE 79 OF OUR PROSPECTUS HAS BEEN MODIFIED TO INCLUDE THE FOLLOWING SIXTEENTH
PARAGRAPH:

On February 11, 2005, a new property acquisition agreement was entered into
between Inland Real Estate Acquisitions, Inc. ("Acquisitions"), Inland Western
Retail Real Estate Advisory Services, Inc. ("the Advisor"), and us. The property
acquisition agreement grants us an exclusive right of first refusal to acquire
each and every Subject Property, as defined in the agreement. A Subject Property
is defined as any retail facility, mixed-use property, or a single-user property
identified by Acquisitions and located within our market area. Our market area
is defined in the agreement as the geographic area located west of the
Mississippi in the continental United States but excluding the portion of the
geographic area within a four hundred (400) mile radius of Oak Brook, Illinois.

Acquisitions are owned by The Inland Group, and we are sponsored by Inland Real
Estate Investment Corporation. Inland Real Estate Investment Corporation and the
Advisor are owned by The Inland Group.

The property acquisition agreement previously entered into by the parties dated
September 18, 2003 has been terminated accordingly. The new property acquisition
agreement is filed as an exhibit to the registration statement of which the 
prospectus is a part and is incorporated into this filing in its entirety.

THE DISCUSSION UNDER "TERM OF THE ADVISORY AGREEMENT" SECTION WHICH STARTS ON
PAGE 79 OF OUR PROSPECTUS HAS BEEN MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:

TERM OF THE ADVISORY AGREEMENT

On December 28, 2004, the advisory agreement between Inland Western Retail Real
Estate Trust, Inc. (the "Company") and Inland Western Retail Real Estate
Advisory Services, Inc. (the "Business Manager/Advisor") was amended and
restated. The Business Manager/Advisor is owned by the Company's sponsor, and
all of the Company's

                                       37


agreements and arrangements with the Business Manager/Advisor and its
affiliates, including those relating to compensation, are not the result of
arm's length negotiations but the Company believes that the fee it pays is equal
to or less than the fee that would be payable to an unaffiliated third-party
providing such service. The advisory agreement was amended and restated to
include an initial term of one year instead of three years.

THE LAST PARAGRAPH, UNDER THE SECTION "OUR ADVISORY AGREEMENT", SUBSECTION
"LIABILITY AND INDEMNIFICATION OF BUSINESS MANAGER/ADVISOR WHICH STARTS ON
PAGE 81 OF OUR PROSPECTUS HAS BEEN SUPERCEDED IN THE ENTIRETY TO READ AS
FOLLOWS:

When it becomes effective, Inland American Real Estate Trust, Inc. may acquire
real estate operating companies that may have been a historical or future source
for acquiring properties, which could create a conflict of interest for our
company. In addition, Inland American Real Estate Trust, Inc.'s offering, could
potentially negatively impact arm's length negotiations due to overlapping
fiduciary duties owed by certain directors particularly arising in the potential
purchase of shopping or retails centers, and office buildings, located in the
United States. However, if any conflicts do arise, they will be resolved as
provided in the property acquisition service agreement.

THE TWENTIETH PARAGRAPH, UNDER THE SECTION "THE PROPERTY MANAGERS AND THE
MANAGEMENT AGREEMENT", WHICH STARTS ON PAGE 86 OF OUR PROSPECTUS HAS BEEN
SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

The following sets forth information with respect to the executive officers and
managers of Inland Pacific Property Services LLC.

INLAND SECURITIES CORPORATION

THE DISCUSSION UNDER THIS SUBSECTION WHICH STARTS ON PAGE 87 OF OUR PROSPECTUS
IS MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION:

   ANDREW DORNBUSCH (age 27) joined Inland Securities Corporation as a vice
president in September 2004. Previously, Mr. Dornbusch was an attorney at Dorsey
& Whitney LLP in Minneapolis, Minnesota. Mr. Dornbusch graduated from the
University of Minnesota with a bachelor degree in International Relations. He
obtained his law degree from Cornell Law School. Mr. Dornbusch holds Series 7,
63 and 65 licenses with the National Association of Securities Dealers, Inc.

   SANDRA L. PERION (age 47) joined Inland in 1994 as an Administrative
Assistant to the Senior Vice President of Inland Real Estate Investment
Corporation. Mrs. Perion's responsibilities included expense accounts, time and
attendance reports, supervising file room clerk, furniture and supply orders,
shareholder correspondence, arranging board of directors and annual shareholder
meetings, proxy tabulation and scheduling seminars and classes for employees. In
2002, Mrs. Perion was promoted to administrator of Inland Securities
Corporation, where she became responsible for securities industry registration,
compliance procedures and maintaining corporation and shareholder records, and
in 2003 she was promoted to Assistant Vice President of Inland Securities
Corporation. Mrs. Perion holds Series 7, 24 and 63 licenses from the National
Association of Securities Dealers.

                             PRINCIPAL STOCKHOLDERS

THE TABLE UNDER THIS SECTION, WHICH STARTS ON PAGE 95 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION:

The following table provides information as of March 8, 2005 regarding the
number and percentage of shares beneficially owned by each director, each
executive officer, all directors and executive officers as a group, and any
person known to us to be the beneficial owner of more than 5% of our outstanding
shares. As of March 8, 2005, no stockholder beneficially owned more than 5% of
our outstanding shares. As of March 8, 2005, we had approximately

                                       38


73,200 stockholders of record and approximately 264,280,614 shares of common
stock outstanding for our two offerings. Beneficial ownership includes
outstanding shares and shares which are not outstanding that any person has the
right to acquire within 60 days after the date of this table. However, any such
shares which are not outstanding are not deemed to be outstanding for the
purpose of computing the percentage of outstanding shares beneficially owned by
any other person. Except as indicated, the persons named in the table have sole
voting and investing power with respect to all shares beneficially owned by
them.



                                                Number of shares
           Beneficial Owner                    beneficially owned              Percent of class
------------------------------------------------------------------------------------------------
                                                                     
Robert D. Parks                                      120,228.8188(1)       *
Roberta S. Matlin                                        179.7517          *
Scott W. Wilton                                                 0          0
Steven P. Grimes                                                0          0
Lori A. Foust                                                   0          0
Brenda G. Gujral                                                0          0
Frank A. Catalano, Jr.                                      3,000(2)       *
Kenneth H. Beard                                      53,831.3063(2)       *
Paul R. Gauvreau                                     114,731.8436(2)       *
Gerald M. Gorski                                       5,035.3673(2)       *
Barbara A. Murphy                                           3,000(2)       *
All directors and executive officers as a            300,007.0877(1)       *
group (12 persons)


----------
  *Less than 1%

(1)  Includes 20,000 shares owned by our business manager/advisor. Our business
manager/advisor is a wholly-owned subsidiary of our sponsor, which is an
affiliate of The Inland Group. Mr. Parks is a control person of The Inland Group
and disclaims beneficial ownership of these shares owned by our business
manager/advisor.
(2)  Includes 3,000 shares issuable upon exercise of options granted to each
independent director under our independent director stock option plan, to the
extent that such options are currently exercisable or will become exercisable
within 60 days after the date of this table.

                       INVESTMENT OBJECTIVES AND POLICIES

                                  DISTRIBUTIONS

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 99 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION REGARDING DISTRIBUTIONS.

Our Board of Directors approved the following distributions payable to holders
of our common stock:

   -  $.65 per share per annum for the stockholders of record on December 31,
      2004, payable on January 10, 2005
   -  $.63 per share per annum for the stockholders of record on January 31,
      2005, payable on February 10, 2005; and
   -  $.6325 per share per annum for the stockholders of record on February 28,
      2005, payable on March 10, 2005.

At the January 27, 2005 regularly scheduled Board meeting, the Board of
Directors unanimously approved a resolution to delegate to our management
committee the authority to continue to determine the amount of the monthly
distributions to stockholders on our common stock to be an amount between 6.0%
and 7.25% on an annualized basis, for the remainder of the 2005 calendar year.

THE DISCUSSION UNDER THIS SECTION ON "PROPERTY ACQUISITION STANDARDS", WHICH
STARTS ON PAGE 101 OF OUR PROSPECTUS HAS BEEN MODIFIED TO INCLUDE THE FOLLOWING
FOURTH PARAGRAPH:

                                       39


On February 11, 2005, a new property acquisition agreement was entered into
between Inland Real Estate Acquisitions, Inc. ("Acquisitions"), Inland Western
Retail Real Estate Advisory Services, Inc. ("the Advisor"), and us. The property
acquisition agreement grants us an exclusive right of first refusal to acquire
each and every Subject Property, as defined in the agreement. A Subject Property
is defined as any retail facility, mixed-use property, or a single-user property
identified by Acquisitions and located within our market area. Our market area
is defined in the agreement as the geographic area located west of the
Mississippi in the continental United States but excluding the portion of the
geographic area within a four hundred (400) mile radius of Oak Brook, Illinois.

Acquisitions is owned by The Inland Group, and we are sponsored by Inland Real
Estate Investment Corporation. Inland Real Estate Investment Corporation and the
Advisor are owned by The Inland Group.

The property acquisition agreement previously entered into by the parties dated
September 18, 2003 has been terminated accordingly. The new property acquisition
agreement is filed as an exhibit to the registration statement of which the 
prospectus is a part and is incorporated into this filing in its entirety.

                                       40


                            REAL PROPERTY INVESTMENTS

SUMMARY TABULAR PRESENTATION OF PROPERTIES OWNED

     As of March 8, 2005, we, through separate limited partnerships or limited
liability companies, have acquired fee ownership of, or a leasehold interest in,
128 properties consisting of an aggregate of approximately 22,893,000 gross
leasable square feet located in Alabama, Arizona, Arkansas, California,
Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas,
Louisiana, Maryland, Michigan, Minnesota, Missouri, Nevada, New Mexico, New
York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Texas, Utah, Washington and Ontario, Canada. The following
table summarizes these properties in alphabetical order.



                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
23rd Street Plaza       NC  2003          Dec-04        7,258,000             -     53,376    0.2%     95%       2    Bed, Bath &
Panama City, Florida                                                                                                   Beyond
                                                                                                                      Ross Dress for
                                                                                                                       Less

Academy Sports          SU  2004          Jul-04        5,250,000     2,920,000     60,001    0.3%    100%       1    Academy Sports
Houma, Louisiana

Academy Sports          SU  2004          Oct-04        4,250,000     2,337,500     61,150    0.3%    100%       1    Academy Sports
Midland, Texas

Academy Sports          SU  2004          Oct-04        5,000,000     2,775,000     61,001    0.3%    100%       1    Academy Sports
Port Arthur, Texas

Academy Sports          SU  2004          Jan-05        7,150,000     3,933,000     70,910    0.3%    100%       1    Academy Sports
San Antonio, Texas

Alison's Corner         NC  2003          Apr-04        7,042,000     3,850,000     55,066    0.2%    100%       4    Ross Dress for
San Antonio, Texas                                                                                                     Less
                                                                                                                      Shoe Carnival
                                                                                                                      Mattress Firm

American Express        SU  2000          Dec-04       18,000,000    11,623,000    132,336    0.6%    100%       1    American
Depere, Wisconsin                                                                                                      Express

American Express        SU  1975          Dec-04       63,000,000    37,170,000    376,348    1.6%    100%       1    American
Fort Lauderdale,                                                                                                       Express
Florida

American Express        SU  1986          Dec-04       56,000,000    33,040,000    389,377    1.7%    100%       1    American
Greensboro, North                                                                                                      Express
 Carolina

American Express        SU  1983 &        Feb-05       42,000,000    25,380,000    306,710    1.3%    100%       1    American
Markham, Ontario,           1987                                                                                       Express
Canada


                                       41




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
American Express        SU  1989          Dec-04       95,000,000    56,050,000    541,542    2.4%    100%       1    American
Minneapolis,                                                                                                           Express
Minnesota

American                SU  1983          Dec-04       14,000,000     8,260,000    117,556    0.5%    100%       1    American
Express-19th Ave.                                                                                                      Express
Phoenix, Arizona

American                SU  1985          Dec-04       54,000,000    31,860,000    337,439    1.5%    100%       1    American
Express-31st Ave.                                                                                                      Express
Phoenix, Arizona

Arvada Connection                                                                                                     Old Country
         and            RC  1987 -1990    Apr-04       51,550,000    28,510,000     61,079    0.3%     91%       13    Buffet
Arvada Marketplace                                                                 313,559    1.4%     92%       26   Pier 1 Imports
Arvada, Colorado                                                                                                      Sam's Club
                                                                                                                      Gart Sports

Azalea Square           RC  2004          Oct-04       30,013,000    16,535,000    190,142    0.8%     99%       21   T.J. Maxx
Summerville, South                                                                                                    Linens 'N
 Carolina                                                                                                              Things
                                                                                                                      Ross Dress for
                                                                                                                       Less
                                                                                                                      Cost Plus
                                                                                                                       World Market
                                                                                                                      PETsMART

Bed, Bath &             NC  2004          Oct-04       20,350,000    11,192,500     97,456    0.4%     99%       15   Bed, Bath &
Beyond Plaza                                                                                                           Beyond
Miami, Florida                                                                                                        Office Depot
                                                                                                                      Pier 1 Imports
                                                                                                                      Party City

Best on the Boulevard   RC  1996 - 1999   Apr-04       35,500,000    19,525,000    204,427    0.9%     79%       9    Best Buy
Las Vegas, Nevada                                                                                                     Barnes & Noble
                                                                                                                      Copeland
                                                                                                                       Enterprises

Bluebonnet Parc         RC  2002          Apr-04       22,000,000    12,100,000    135,289    0.6%     95%       7    Best Buy
Baton Rouge,                                                                                                          Linens 'N
Louisiana                                                                                                              Things
                                                                                                                      Cost Plus
                                                                                                                       World Market

Boulevard at the        JV  2004          Sept-04     127,499,000    71,500,000    479,072    2.1%     94%       64   Lowe's
 Capital Centre                                                                                                       Theaters Magic
Largo, Maryland                                                                                                        Johnson

CarMax                  SU  1998          Mar-05       14,600,000             -     60,772    0.3%    100%       1    CarMax
San Antonio, Texas


                                       42




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
The Columns             RC  2004          Aug-04       26,510,000    14,865,400    173,427    0.8%     96%       15   Best Buy
Jackson, Tennessee                                                                                                    Ross Dress for
                                                                                                                       Less
                                                                                                                      Marshalls
                                                                                                                      Bed, Bath
                                                                                                                       & Beyond

Coram Plaza             RC  2004          Dec-04       37,292,000    20,755,300    144,191    0.6%     92%       22   Stop & Shop
Coram, New York

CorWest Plaza           RC  1999 - 2003   Jan-04       33,000,000    18,150,000    115,011    0.5%     99%       10   Super Stop &
New Britain,                                                                                                           Shop
Connecticut                                                                                                           Liquor Depot
                                                                                                                      CVS Pharmacy

Cottage Plaza           NC  2004-2005     Feb-05       23,440,000    13,025,000     85,363    0.4%     91%       5    Stop & Shop
Pawtucket,
Rhode Island

Cranberry Square        RC  1996 - 1997   Jul-04       20,220,000    10,900,000    195,566    0.9%     92%       5    Barnes & Noble
Cranberry Township,                                                                                                   Dick's
 Pennsylvania                                                                                                          Sporting
                                                                                                                       Goods
                                                                                                                      Best Buy
                                                                                                                      OfficeMax
                                                                                                                      Toys "R" Us

CVS Pharmacy (Eckerd    SU  2003          Dec-03        3,364,000     1,850,000     13,824    0.1%    100%       1    CVS Pharmacy
 Drug Store)
Edmund, Oklahoma

CVS Pharmacy (Eckerd    SU  2003          Dec-03        5,288,000     2,900,000     13,824    0.1%    100%       1    CVS Pharmacy
 Drug Store)
Norman, Oklahoma

CVS Pharmacy            SU                Mar-05        5,895,000             -     13,824    0.1%    100%       1    CVS Pharmacy
Jacksonville,
Florida

CVS Pharmacy            SU  2004          Oct-04        3,066,000     1,685,000     10,055    0.1%    100%       1    CVS Pharmacy
Sylacauga, Alabama

Darien Towne Center     RC  1994          Dec-03       30,000,000    16,500,000    223,844    1.0%     93%       11   Home Depot
Darien, Illinois                                                                                                      Circuit City
                                                                                                                      PETsMART

Davis Towne Crossing    NC  2003 &        Jun-04        8,141,000     5,365,200     34,091    0.1%     91%       12   Lady USA
North Richland Hills,       2004                                                                                      Fitness
Texas                                                                                                                 Cotton Patch
                                                                                                                      Cafe


                                       43




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Denton Towne Crossing   RC  2003 &        Oct-04       54,688,000    35,200,000    283,040    1.2%     99%       33   Oshman's
Denton, Texas               2004                                                                                       Sporting
                                                                                                                       Goods
                                                                                                                      Best Buy
                                                                                                                      T.J. Maxx

Dorman Center -         RC  2003 - 2004   Mar-04 &     50,200,000    27,610,000    388,067    1.7%     98%       27   Wal-Mart
 Phase I & II                             Jul-04                                                                       Supercenter
Spartanburg, South
  Carolina

Eastwood Towne Center   RC  2002          May-04       85,000,000    46,750,000    332,131    1.5%     98%       62   Dick's
Lansing, Michigan                                                                                                      Sporting
                                                                                                                       Goods

Eckerd Drug Store       SU  2003 - 2004   Jun-04        3,260,000     1,750,000     13,440    0.1%    100%       1    Eckerd Drug
Columbia,                                                                                                              Store
South Carolina

Eckerd Drug Store       SU  2003 - 2004   Jun-04        2,625,000     1,425,000     13,824    0.1%    100%       1    Eckerd Drug
Crossville,                                                                                                            Store
Tennessee

Eckerd Drug Store       SU  2003 - 2004   Jun-04        3,069,000     1,650,000     13,824    0.1%    100%       1    Eckerd Drug
Greer,                                                                                                                 Store
South Carolina

Eckerd Drug Store       SU  2003 - 2004   Jun-04        3,650,000     1,975,000     13,824    0.1%    100%       1    Eckerd Drug
Kill Devil Hills,                                                                                                      Store
North Carolina

Edgemont Town Center    NC  2003          Nov-04       15,639,000     8,600,000     77,655    0.3%     90%       14   Publix
Homewood, Alabama

Evans Town Center       NC  1995          Dec-04        8,795,000     5,005,000     75,695    0.3%     97%       14   Publix
Evans, Georgia

Fairgrounds Plaza       NC  2002 - 2004   Jan-05       21,994,000    15,965,749     58,970    0.3%    100%       1    Super Stop
Middletown,                                                                                                            & Shop
New York

Five Forks              NC  1999          Dec-04        8,086,000     4,482,500     64,173    0.3%     95%       8    Bi-Lo
Simpsonville,
South Carolina

Forks Town Center       NC  2002          Jul-04       18,199,000    10,395,000     92,660    0.4%     96%       16   Giant Food
Easton,                                                                                                                Stores
Pennsylvania

Fox Creek Village       RC  2003 - 2004   Nov-04       20,883,000    11,485,000    114,033    0.5%     87%       16   King Soopers
Longmont,
Colorado


                                       44




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Fullerton Metrocenter   RC  1988          Jun-04       51,275,000    28,050,000    253,296    1.1%     96%       43   Sportmart
Fullerton,                                                                                                            Henry's
California                                                                                                             Marketplace

Gateway Pavilions       RC  2003 - 2004   Dec-04       65,141,000    35,842,000    301,233    1.3%     93%       36   Circuit City
Avondale, Arizona                                                                                                     The Sports
                                                                                                                       Authority
                                                                                                                      Mor Furniture

Gateway Plaza           RC  2000          Jul-04       33,025,000    18,163,000    358,091    1.6%     93%       26   Kohl's
Southlake, Texas

Gateway Station         NC  2003 - 2004   Dec-04        5,093,000             -     19,537    0.1%    100%       6    Kirland's
College Station,                                                                                                      Talbots
Texas                                                                                                                 Joseph
                                                                                                                       A. Banks
                                                                                                                      Chicos

Gateway Village         JV  1996          Jul-04       53,150,000    31,458,000    273,307    1.2%     99%       15   Safeway
Annapolis,                                                                                                            Burlington
Maryland                                                                                                               Coat Factory
                                                                                                                      Best Buy

GMAC Insurance          SU  1980/1990    Sept-04       59,997,000    33,000,000    501,064    2.2%    100%       1    GMAC Insurance
 Building
Winston-Salem,
North Carolina

Governor's Marketplace  RC  2001          Aug-04       32,654,000    20,625,000    231,915    1.0%     94%       20   Bed, Bath &
Tallahassee, Florida                                                                                                   Beyond
                                                                                                                      Sports
                                                                                                                       Authority
                                                                                                                      Marshalls
                                                                                                                      Michaels

Green's Corner          NC  1997          Dec-04       12,768,000     7,022,366     85,271    0.4%    100%       12   Kroger
Cumming, Georgia

Gurnee Towne Center     RC  2000          Oct-04       44,256,000    24,360,000    179,602    0.8%     96%       26   Linens 'N
Gurnee, Illinois                                                                                                       Things
                                                                                                                      Old Navy
                                                                                                                      Borders Books
                                                                                                                       & Music
                                                                                                                      Cost Plus
                                                                                                                       World Market

Harris Teeter           SU  1977/1995     Sept-04       7,200,000     3,960,000     57,230    0.2%    100%       1    Harris Teeter
Wilmington, North
Carolina


                                       45




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Harvest Towne Center    NC  1996-1999     Sept-04       8,950,000     5,005,000     42,235    0.2%     92%       11   CVS Pharmacy
Knoxville, Tennessee                                                                                                  Pet Supplies
                                                                                                                       Plus
                                                                                                                      Ruby Tuesday

Henry Town Center       RC  2002          Dec-04       61,397,000    35,814,616    444,296    1.9%     99%       43   BJ's Wholesale
McDonough, Georgia                                                                                                     Club
                                                                                                                      Belk's

Heritage Towne          NC  2002          Mar-04       16,123,000     8,950,000     80,639    0.4%     91%       30   N/A
 Crossing
Euless, Texas

Hickory Ridge           RC  1999          Jan-04       41,900,000    23,650,000    380,487    1.7%    100%       21   Best Buy
Hickory,                                                                                                              Kohl's
North Carolina                                                                                                        Dick's
                                                                                                                       Sporting
                                                                                                                       Goods

High Ridge Crossing     NC  2004          Mar-05       13,200,000             -     76,857    0.3%     95%       7    Shop'N Save
High Ridge, Missouri                                                                                                   Warehouse

Hobby Lobby             SU  2004          Jan-05        5,500,000     3,025,000     60,000    0.3%    100%       1    Hobby Lobby
Concord,
North Carolina

Holliday Towne Center   RC  2003          Feb-05       14,828,000     8,050,000     83,122    0.4%     85%       8    Martin's Food
Duncansville,
Pennsylvania

Huebner Oaks Center     RC  1997 & 1998   Jun-04       79,721,000    48,000,000    286,684    1.3%     98%       56   Bed, Bath
San Antonio, Texas                                                                                                     & Beyond

Irmo Station            NC  1980 &        Dec-04       12,800,000     7,085,000     99,619    0.4%     91%       17   Kroger
Irmo, South Carolina        1985

John's Creek Village    RC  2003 & 2004   Jun-04       34,255,000    23,300,000    156,582    0.7%    100%       21   LA Fitness
Duluth, Georgia                                                                                                       Ross Dress
                                                                                                                       for Less
                                                                                                                      T.J. Maxx

Kohl's/Wilshire         SU  2004          Nov-04       10,099,000     5,417,500     88,248    0.4%    100%       1    Kohl's
 Plaza III
Kansas City,
Missouri

La Plaza Del Norte      RC  1996/1999     Jan-04       59,143,000    32,528,000    320,345    1.4%     97%       18   Oshman's
San Antonio, Texas                                                                                                     Sporting
                                                                                                                       Goods
                                                                                                                      Best Buy
                                                                                                                      Beall's

Lake Mary Pointe        NC  1999          Oct-04        6,620,000     3,657,500     51,052    0.2%     94%       8    Publix
Lake Mary, Florida


                                       46




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Lakewood Towne Center   RC  1988          Jun-04       81,100,000    51,260,000    578,913    2.5%     95%       27   Gottschalk's
Lakewood, Washington        Rebuilt                                                                                   Burlington
                            2002-2003                                                                                  Coat Factory

Larkspur Landing        RC  1978/2001     Jan-04       61,145,000    33,630,000    172,433    0.8%     92%       39   Bed, Bath
Larkspur, California                                                                                                   & Beyond
                                                                                                                      24 Hour
                                                                                                                       Fitness

Lincoln Park            RC  1998         Sept-04       47,515,000    26,153,000    148,806    0.6%    100%       14   Tom Thumb
Dallas, Texas                                                                                                         Barnes & Noble
                                                                                                                      The Container
                                                                                                                       Store

Low Country Village     NC  2004          Jun-04       11,090,000    10,810,000     76,385    0.3%    100%       8    Ross Dress for
Bluffton,                                                                                                              Less
South Carolina                                                                                                        Michaels
                                                                                                                      PETsMART

MacArthur Crossing      RC  1995 - 1996   Feb-04       23,102,000    12,700,000    109,755    0.5%     98%       28   Stein Mart
Los Colinas, Texas

Magnolia Square         RC  2004          Feb-05       19,114,000    10,265,000    116,049    0.5%     91%       10   Ross Dress for
Houma, Louisiana                                                                                                       Less
                                                                                                                      PETsMART
                                                                                                                      Circuit City

Manchester Meadows      RC  1994 - 1995   Aug-04       56,200,000    31,064,550    454,172    2.0%     97%       21   Wal-Mart
Town and Country,                                                                                                     Home Depot
  Missouri

Mansfield Towne         RC  2004          Nov-04       18,322,000    10,982,300    105,286    0.5%     93%       19   Ross Dress for
 Crossing                                                                                                              Less
Mansfield, Texas                                                                                                      Staples

Maytag Distribution     SU  2004          Jan-05       23,159,000    12,740,000    750,000    3.3%    100%       1    Maytag
 Center
Iowa City, Iowa

McAllen Shopping        NC  2004          Dec-04        4,150,000     2,455,000     17,625    0.1%    100%       7    Hollywood
 Center                                                                                                                Video
McAllen, Texas

Mesa Fiesta             RC  2004          Dec-04       36,855,000    23,500,000    194,892    0.9%    100%       8    Best Buy
Mesa, Arizona                                                                                                         Marshalls
                                                                                                                      Borders Books
                                                                                                                       & Music
                                                                                                                      CompUSA
                                                                                                                      Oak Showcase


                                       47




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Midtown Center          RC  1986-1987     Jan-05       53,000,000    28,227,617    319,072    1.4%     98%       24   Wal-Mart
Milwaukee, Wisconsin                                                                                                  Pick 'N Save

Mitchell Ranch Plaza    RC  2003          Aug-04       34,000,000    18,700,000    200,404    0.9%     97%       38   Publix
New Port Richey,                                                                                                      Marshalls
Florida                                                                                                               Ross Dress for
                                                                                                                       Less

Newnan                  RC  1999-2004     Dec-03 &     52,360,000    23,766,191    392,050    1.7%    100%       29   BJ's Wholesale
 Crossing I & II                          Feb-04                                                                       Club
Newnan, Georgia

Newton Crossroads       NC  1997          Dec-04       10,072,000     5,547,622     78,896    0.3%    100%       11   Kroger
Covington, Georgia

North Ranch Pavilions   NC  1992          Jan-04       18,468,000    10,157,400     62,812    0.3%     91%       25   Savvy Salon
Thousand Oaks,
California

North Rivers            RC  2003 - 2004   Apr-04       20,100,000    11,050,000    141,204    0.6%    100%       16   Ross Dress for
 Town Center                                                                                                           Less
Charleston,                                                                                                           Bed, Bath &
South Carolina                                                                                                         Beyond
                                                                                                                      Office Depot
                                                                                                                      Babies "R" Us

Northgate North         RC  1999 - 2003   Jun-04       48,455,000    26,650,000    302,095    1.3%     98%       8    Target
Seattle, Washington                                                                                                   Best Buy

Northpointe Plaza       RC  1991 - 1993   May-04       54,524,000    30,850,000    377,949    1.7%     99%       31   Safeway
Spokane, Washington                                                                                                   Gart Sports
                                                                                                                      Best Buy

Northwoods Center       NC  2002 - 2004   Dec-04       13,964,000    11,192,500     74,647    0.3%    100%       16   Marshalls
Wesley Chapel,                                                                                                        PETCO
Florida

Oswego Commons          RC  2002 - 2004   Nov-04       35,022,000    19,262,100    187,651    0.8%    100%       24   Dominick's
Oswego, Illinois                                                                                                      T.J. Maxx
                                                                                                                      OfficeMax

Paradise Valley         NC  2002          Apr-04       28,510,000    15,680,500     92,158    0.4%     76%       16   Whole Foods
  Marketplace                                                                                                         Eckerd Drug
Phoenix, Arizona                                                                                                       Store

Pavilion at King's      NC  2002/2003     Dec-03        8,151,000     5,342,000     79,109    0.3%    100%       7    Toys "R" Us
 Grant                                                                                                                Olive Garden
Concord,
North Carolina


                                       48




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Peoria Crossings        RC  2002 - 2003   Mar-04       37,368,000    20,497,400    213,733    0.9%     98%       21   Kohl's
Glendale, Arizona                                                                                                     Ross Dress for
                                                                                                                       Less
                                                                                                                      Michaels

Phenix Crossing         NC  2004          Dec-04       10,065,000             -     56,563    0.2%     95%       9    Publix
Phenix City, Alabama

Pine Ridge Plaza        RC  1998 - 2004   Jun-04       26,982,000    14,700,000    230,510    1.0%    100%       14   T.J. Maxx
Lawrence, Kansas                                                                                                      Bed, Bath &
                                                                                                                       Beyond
                                                                                                                      Kohl's

Placentia Town Center   RC  1973/2000     Dec-04       24,865,000    13,695,000    110,962    0.5%     97%       20   Ross Dress for
Placentia, California                                                                                                  Less
                                                                                                                      OfficeMax
                                                                                                                      Bank of
                                                                                                                       America

Plaza at Marysville     RC  1995          Jul-04       21,266,000    11,800,000    115,656    0.5%     97%       26   Safeway
Marysville,
Washington

Plaza at Riverlakes     RC  2001          Oct-04       17,000,000             -    102,836    0.4%    100%       22   Ralph's
Bakersfield,                                                                                                           Grocery Store
California

Plaza Santa Fe II       RC  2000 - 2002   Jun-04       30,971,000    17,342,953    222,389    1.0%     98%       21   Linens 'N
Santa Fe, New Mexico                                                                                                   Things
                                                                                                                      Best Buy
                                                                                                                      T.J. Maxx

Pleasant Run Towne      RC  2004          Dec-04       35,370,000    22,800,000    201,587    0.9%    100%       22   Oshman's
 Center Ce                                                                                                             Sporting
Hill, Texas                                                                                                            Goods
                                                                                                                      Circuit City

Promenade at Red Cliff  NC  1997          Feb-04       19,537,000    10,590,000     94,445    0.4%     90%       17   Staples
St. George, Utah                                                                                                      Old Navy
                                                                                                                      Big 5 Sporting
                                                                                                                       Goods

Reisterstown            JV  1986/2004     Aug-04       94,762,000    49,650,000    789,926    3.5%     98%       86   Home Depot
 Road Plaza                                                                                                           Dept. of
Baltimore, Maryland                                                                                                    Public Safety
                                                                                                                      National
                                                                                                                       Wholesale
                                                                                                                       Liquidators

Saucon Valley Square    NC  1999          Sept-04      16,043,000     8,850,900     80,695    0.4%    100%       14   Super Fresh
Bethlehem,                                                                                                             Food
Pennsylvania                                                                                                           Market

Shaw's Supermarket      SU  1995          Dec-03       13,656,000     6,450,000     65,658    0.3%    100%       1    Shaw's
New Britain,                                                                                                           Supermarket
Connecticut


                                       49




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Shoppes at Lake Andrew  RC  2003          Dec-04       28,300,000    15,656,511    144,733    0.6%    100%       18   Ross Dress for
Viera, Florida                                                                                                        Less Linens
                                                                                                                       'N Things
                                                                                                                      The Rag Shop

The Shoppes at Park     NC  2004          Nov-04       12,047,000     6,655,000     64,832    0.3%     95%       11   Publix
 West (Publix Center)
Mount Pleasant, South
  Carolina

Shoppes at              NC  1999          Jan-04       11,031,000     6,067,183     61,817    0.3%     96%       2    Shoppers Food
 Quarterfield                                                                                                          Warehouse
 (Metro Square Center)
Severn, Maryland

Shoppes of New Hope     NC  2004          Jul-04       13,052,000     7,178,700     70,610    0.3%    100%       17   Publix
 (Shoppes of Dallas)
Dallas, Georgia

Shoppes of Prominence   NC  2004          Jun-04       15,155,000     9,954,300     78,058    0.3%     98%       18   Publix
 Point
Canton, Georgia

The Shops at Boardwalk  RC  2003 & 2004   Jul-04       36,642,000    20,150,000    122,916    0.5%     87%       25   Borders Books
Kansas City, Missouri

Shops at Forest         NC  2002          Dec-04        7,505,000     5,220,981     34,756    0.2%    100%       16   Blockbuster
 Commons                                                                                                               Video
Round Rock, Texas

Shops at Park Place     RC  2001          Oct-03       24,000,000    13,127,000    116,300    0.5%     99%       11   Bed, Bath
Plano, Texas                                                                                                           & Beyond
                                                                                                                      Michaels
                                                                                                                      OfficeMax
                                                                                                                      Walgreens


                                       50




                                                                                             % OF
                                                                     MORTGAGE      GROSS     TOTAL
                                                    APPROXIMATE     PAYABLE AT   LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/    DATE      PURCHASE        MARCH 8,    AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED   ACQUIRED    PRICE ($)       2005 ($)       FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Southgate Plaza         NC  1998-2002     Mar-05       12,253,000             -     86,010    0.4%    100%       7    Best Buy
Heath, Ohio                                                                                                           Office Depot
                                                                                                                      Michaels

Southlake Town Square   RC  1998-2004     Dec-04      135,606,000    81,000,000    456,569    2.0%     99%      152   N/A
Southlake, Texas

Stanley Works/Mac       SU  2004          Jan-05       10,000,000             -     72,500    0.3%    100%       1    Mac Tools
 Tools
Westerville, Ohio

Stateline Station       RC  2003-2004     Mar-05       32,000,000             -    141,686    0.6%     93%       17   Linens 'N
High Ridge, Missouri                                                                                                   Things
                                                                                                                      Cost Plus
                                                                                                                       World Market
                                                                                                                      Petco

Stilesboro Oaks         NC  1997          Dec-04       12,640,000     6,951,971     80,772    0.4%    100%       13   Kroger
Acworth, Georgia

Stony Creek             RC  2003          Dec-03       25,750,000    14,162,000    153,796    0.7%    100%       20   T.J. Maxx
 Marketplace                                                                                                          Linens 'N
Noblesville, Indiana                                                                                                   Things Barnes
                                                                                                                       & Noble

Tollgate Marketplace    JV  1979/1994     Jul-04       72,300,000    39,765,000    392,587    1.7%    100%       34   Giant Food
Bel Air, Maryland                                                                                                     Jo Ann Fabrics

Towson Circle           JV  1998          Jul-04       28,450,000    19,197,500    116,012    0.5%     94%       13   Barnes & Noble
Towson, Maryland                                                                                                      Trader Joe's
                                                                                                                       East
                                                                                                                      Bally's Total
                                                                                                                       Fitness
                                                                                                                      Pier 1 Imports

Trenton Crossing        RC  2003          Feb-05       29,212,000    19,307,037    215,220    0.9%     99%       19   Hobby Lobby
McAllen, Texas                                                                                                        Ross Dress for
                                                                                                                       Less
                                                                                                                      Marshalls
                                                                                                                      Beall's

University Town Center  NC  2002          Nov-04       10,569,000     5,810,000     57,250    0.3%    100%       15   Publix
Tuscaloosa, Alabama

The Village at Quail    RC  2003-2004     Feb-05       10,429,000     5,740,000    100,404    0.4%    100%       2    Gordman's
 Springs                                                                                                              Best Buy
Oklahoma City,
Oklahoma

Village Shoppes at      NC  2004          Aug-04       13,750,000     7,561,700     66,415    0.3%     87%       10   Publix
  Simonton
Lawrenceville, Georgia


                                       51




                                                                                              % OF
                                                                     MORTGAGE       GROSS     TOTAL
                                                  APPROXIMATE      PAYABLE AT    LEASABLE    GROSS   PHYSICAL
                            YEAR BUILT/   DATE     PURCHASE         MARCH 8,     AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY               TYPE  RENOVATED  ACQUIRED   PRICE ($)        2005 ($)        FT.)     AREA       %     TENANTS MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Wal-Mart Supercenter    SU  1999         Jul-04      13,248,000      7,100,000     183,047    0.8%    100%         1  Wal-Mart
Blytheville, Arkansas                                                                                                  Supercenter

Wal-Mart Supercenter    SU  1997         Aug-04      11,071,000      6,088,500     149,704    0.7%    100%         1  Wal-Mart
Jonesboro, Arkansas                                                                                                    Supercenter

Watauga Pavilion        RC  2003/2004    May-04      35,668,000     19,617,000     205,195    0.9%     97%        17  Oshman's
Wautauga, Texas                                                                                                        Sporting
                                                                                                                       Goods
                                                                                                                      Ross Dress for
                                                                                                                       Less
                                                                                                                      Bed, Bath &
                                                                                                                       Beyond

Winchester Commons      NC  1999         Nov-04      13,023,000      7,235,000      93,024    0.4%     98%        15  Kroger
Memphis, Tennessee

Wrangler                SU  1993         Jul-04      18,477,000     11,300,000     316,800    1.4%    100%         1  Wrangler
El Paso, Texas

Zurich Towers           SU  1988 - 1990  Nov-04     138,000,000     81,420,000     895,418    3.9%    100%         1  Zurich
Schaumburg, Illinois                                                                                                   American
                                                                                                                       Insurance
                                                                                                                       Company
                                                 ------------------------------------------------              -----
PORTFOLIO TOTAL                                   3,777,302,000  2,088,440,547  22,893,430    100%             2,037
                                                 ================================================              =====


----------
*    Major tenants include tenants leasing more than 10% of the gross leasable
     area of the individual property.

NC   Neighborhood and Community Retail Shopping Center
SU   Single-User Property
RC   Retail Shopping Center
JV   Joint Venture

In addition to the properties listed above, we consolidate one 124-unit
apartment property, Cardiff Hall East, in which we made an investment through a
joint venture arrangement on October 15, 2004. This property which is located in
Towson, Maryland had a mortgage payable with a balance of $5,108,656 at
December 31, 2004.

We have a 95% ownership interest in the limited liability companies which own 
Boulevard at the Capital Centre, Gateway Village, Reisterstown Road Plaza, 
Tollgate Marketplace, and Towson Circle.

                                       52


THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 98 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION REGARDING PROPERTIES WE
HAVE ACQUIRED OR INTEND TO ACQUIRE.

DESCRIPTION OF PROPERTIES

AMERICAN EXPRESS - SALT LAKE CITY, UTAH

We anticipate purchasing the following office building constructed in 1982 and
leasing the entire building back to American Express Travel Related Services
Company, Inc.



                                              Approximate                           Approximate
Location                                      Square Feet         Lease Term     Purchase Price ($)
--------                                      -----------         ----------     ------------------
                                                                            
4315 South 2700 West                           395,787             10 years          48,000,000
Salt Lake City, UT


For financial information of American Express, please see the financial
statements filed with the Securities and Exchange Commission

POTENTIAL PROPERTY ACQUISITIONS

We are currently considering acquiring the properties listed below. Our decision
to acquire these properties will generally depend upon:

   -  no material adverse change occurring relating to the properties, the
      tenants or in the local economic conditions;
   -  our receipt of sufficient net proceeds from this offering and financing
      proceeds to make these acquisition; and
   -  our receipt of satisfactory due diligence information including
      appraisals, environmental reports and lease information.

Other properties may be identified in the future that we may acquire before or
instead of these properties. We cannot guarantee that we will complete these
acquisitions.

In evaluating these properties as potential acquisitions and determining the
appropriate amount of consideration to be paid for each property, we have
considered a variety of factors including, overall valuation of net rental
income, location, demographics, quality of tenant, length of lease, price per
square foot, occupancy and the fact that overall rental rate at the shopping
center is comparable to market rates. We believe that these properties are well
located, have acceptable roadway access, are well maintained and have been
professionally managed. These properties will be subject to competition from
similar shopping centers within their market area, and their economic
performance could be affected by changes in local economic conditions. We did
not consider any other factors materially relevant to our decision to acquire
these properties.



                                                  APPROXIMATE
                                                  ACQUISITION        GROSS        PHYSICAL
                                                  COSTS              LEASABLE     OCCUPANCY
                                     YEAR         INCLUDING          AREA         AS OF           NO. OF      MAJOR
PROPERTY                   TYPE      BUILT        EXPENSES ($) *     (SQ. FT.)    03/01/05        TENANTS     TENANTS
--------                   ----      -----        --------------     ---------    -----------     -------     -------
                                                                                         
                                                                                                              Advance Auto
Advance Auto Parts         SU        2004         1,483,675          7,000        100%            1           Parts
8603 Culebra
San Antonio, TX


                                       53




                                                  APPROXIMATE
                                                  ACQUISITION        GROSS        PHYSICAL
                                                  COSTS              LEASABLE     OCCUPANCY
                                     YEAR         INCLUDING          AREA         AS OF           NO. OF      MAJOR
PROPERTY                   TYPE      BUILT        EXPENSES ($) *     (SQ. FT.)    03/01/05        TENANTS     TENANTS
--------                   ----      -----        --------------     ---------    -----------     -------     -------
                                                                                         
                                                                                                              Advance Auto
Advance Auto Parts         SU        2004          1,547,609           7,000      100%             1          Parts
465 E. Central Texas
Expressway
Harker Heights, Texas

                                                                                                              Advance Auto
Advance Auto Parts         SU        2004          1,433,113           7,000      100%             1          Parts
3915 E. Stan Schlueter
Killeen, Texas

                                                                                                              Ross Dress for
Four Peaks Plaza           RC        2004          8,252,000         140,571       87%            21          Less
Shea Boulevard and
Saguaro Boulevard                                                                                             Dollar Tree
Fountain Hills, Arizona

Lakepointe Towne                                                                                              Sportsman's
Crossing                   RC        2004         39,482,000         192,679       70%            10          Warehouse
715 Hebron
Parkway                                                                                                       Circuit City
Lewisville, TX                                                                                                Ross Stores

                                     1988-                                                                    Ross Dress for
Metro Town Center          RC        1990         31,266,000         147,056       78%            19          Less
2821 West Peoria                     Renovated                                                                PETsMART
Phoenix, Arizona                     2003 &
                                     2004


As of March 8, 2005, we have over of $131,464,000 in pending acquisitions and we
believe, based in part on projected sales of our common stock, that cash on hand
and future financings will provide us with sufficient cash to close these
properties at the time of their projected closings.

TERMINATED CONTRACTS

Our Board of Directors previously approved the acquisition of Albertson's
Grocery Store in Loveland, Colorado, Mall 205 and Plaza 205 in Portland, Oregon,
Eckerd Drug Store in Danforth and Santa Fe in Edmond, Oklahoma, Casa Paloma in
Chandler, Arizona (disclosed as probable) Woodbury Village Shopping Center in
Woodbury, Minnesota (disclosed as probable), Shaw's Supermarket in Bristol,
Connecticut (disclosed as probable), Peoria Station in (disclosed as probable),
Thunderbird Crossing in Peoria, Arizona (disclosed as probable), Shoppes at
Warner Robins in Warner Robins, Georgia (disclosed as probable), Poinciana Place
in Kissimmee, Florida (disclosed as probable), and Cross Creek Shopping Center
in Memphis, Tennessee (disclosed as probable). Based on information received
during our due diligence process, we have decided not to acquire the properties
and our affiliate has terminated the contracts on these acquisitions.

                                       54


TENANT LEASE EXPIRATION

     The following table sets forth, as of March 8, 2005, lease expirations for
the next ten years at our properties, assuming that no renewal options are
exercised. For purposes of the table, the "total annual base rental income"
column represents annualized base rent of each tenant as of January 1 of each
year. Therefore, as each lease expires, no amount is included in this column for
any subsequent year for that lease. In view of the assumption made with regard
to total annual base rent, the percent of annual base rent represented by
expiring leases may not be reflective of the expected actual percentages.



                                                                                                                     AVERAGE
                                                                                                                       BASE
                                 APPROX.       % TOTAL OF                                                             RENTAL
                                  GROSS         PORTFOLIO                           % OF TOTAL                        INCOME
                                LEASABLE          GROSS          TOTAL ANNUAL       ANNUAL BASE                     PER SQUARE
                                 AREA OF      LEASABLE AREA       BASE RENTAL      RENTAL INCOME                       FOOT
                 NUMBER OF      EXPIRING       REPRESENTED         INCOME OF        REPRESENTED      TOTAL ANNUAL      UNDER
YEAR ENDING        LEASES      LEASES (SQ.     BY EXPIRING         EXPIRING         BY EXPIRING      BASE RENTAL     EXPIRING
DECEMBER 31,      EXPIRING        FT.)           LEASES           LEASES ($)          LEASES          INCOME ($)    LEASES ($)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Consolidated

2005                   102        279,122          1.2%             4,837,157            1.7%         277,562,063      17.33
2006                   171        685,392          3.0%            10,684,785            3.9%         274,958,831      15.59
2007                   245        691,373          3.0%            13,321,125            5.0%         266,276,629      19.14
2008                   291        952,614          4.2%            17,450,917            6.8%         255,115,134      18.32
2009                   392      1,510,884          6.6%            26,428,701           11.0%         240,096,729      17.49
2010                    85        624,989          2.7%             9,497,915            4.4%         216,326,081      15.20
2011                    76      1,065,789          4.7%            15,697,641            7.6%         207,517,353      14.73
2012                   105      1,053,894          4.6%            15,476,718            8.2%         192,578,444      14.94
2013                   175      1,787,522          7.8%            24,412,504           13.7%         177,614,088      13.66
2014                   170      4,476,160         19.6%            55,637,512           36.1%         154,067,257      12.43


TENANT CONCENTRATION

The following table sets forth information regarding the ten individual tenants
at our properties comprising the greatest gross leasable area and greatest 2004
annualized base rent based on the properties owned as of March 8, 2005.



                                                                         % OF TOTAL                       % OF
                                                        GROSS              GROSS       ANNUALIZED      ANNUALIZED
                                       TOTAL        LEASABLE AREA         LEASABLE     BASE RENTAL     BASE RENTAL
DESCRIPTION                            NUMBER         (SQ. FT.)             AREA         INCOME          INCOME
------------------------------------------------------------------------------------------------------------------
                                                                                           
INDIVIDUAL TENANT CONCENTRATIONS (MGMT. CRITERIA TOP 10 OF GLA AND BASE RENT)

American Express                             7           2,201,308         9.62%       22,202,988          7.9%
Zurich American Insurance Company            1             895,418         3.91%        8,883,864          3.2%
Wal-Mart                                     5             864,883         3.78%        5,856,476          2.1%
Maytag                                       1             750,000         3.28%        1,726,500         .0.6%
Ross Dress for Less                         15             620,529         2.71%        6,408,672          2.3%
Best Buy                                    14             603,802         2.64%        8,311,980          3.0%
GMAC                                         1             501,064         2.19%        5,164,449          1.8%
Bed, Bath & Beyond                          16             434,002         1.90%        5,055,608          1.8%
Kohl's                                       5             431,317         1.88%        2,969,342          1.1%
Publix                                      10             423,005         1.80%        4,510,234          1.6%
Linens 'N Things                            13             403,908         1.80%        4,332,814          1.5%
Michaels                                    15             347,945         1.50%        3,715,597          1.3%


                                       55


PROPERTY ALLOCATION

The following table provides a summary of the properties in our investment
portfolio by type of investment and by state as of March 8, 2005.



                                                                                   % OF TOTAL                          % OF
                                                                  GROSS               GROSS        ANNUALIZED       ANNUALIZED
                                                  TOTAL         LEASABLE            LEASABLE       BASE RENTAL     BASE RENTAL
                DESCRIPTION                       NUMBER     AREA (SQ. FT.)           AREA           INCOME           INCOME
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
PORTFOLIO ALLOCATION BY TYPE

Neighborhood and Community Retail Shopping          38               2,639,716        11.5%         36,817,904        13.1%
Center

Single-User Property                                31               5,761,250        25.2%         49,907,762        17.8%

Retail Shopping Center                              54              12,441,560        54.3%        165,271,229        58.9%

Joint Venture*                                      5                2,050,904         9.0 %        28,426,502        10.1%
                                              --------------------------------------------------------------------------------

Total                                              128              22,898,430       100.0%        280,011,995       100.0%
                                              ================================================================================

*    In addition to the properties listed above, we consolidate one 124-unit
apartment property, Cardiff Hall East, in which we made and investment through a
joint venture arrangement on October 15, 2004.

PORTFOLIO ALLOCATION BY STATE

Alabama                                             4                  201,523         0.9%          2,943,475         1.0%

Arizona                                             6                1,257,011         5.5%         15,570,448         5.6%

California                                          5                  702,339         3.1%         13,775,483         4.9%

Florida                                             9                1,243,755         5.4%         16,159,536         5.8%

Georgia                                             10               1,528,645         6.7%         17,526,456         6.2%

Illinois                                            4                1,486,515         6.5%         16,803,336         6.0%

Maryland                                            6                2,112,721         9.2%         29,299,015        10.4%

Missouri                                            5                  883,879         3.9%         10,152,916         3.6%

North Carolina                                      7                1,481,091         6.5%         14,421,942         5.1%

Pennsylvania                                        4                  452,043         2.0%          5,464,949         1.9%

South Carolina                                      9                1,051,686         4.6%         11,418,989         4.1%

Tennessee                                           4                  322,510         1.4%          3,888,775         1.4%

Texas                                               23               3,619,225        15.8%         51,744,610        18.5%

Washington                                          4                1,374,613         6.0%         14,705,162         5.2%

Other                                               28               5,175,874        22.6%         56,548,304        20.2%
                                              --------------------------------------------------------------------------------

Total                                              128              22,893,430         100%        280,423,397         100%
                                              ================================================================================


                                       56


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

We electronically file our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports with the
Securities and Exchange Commission (SEC). The public may read and copy any of
the reports that are filed with the SEC at the SEC's Public Reference Room at
405 Fifth Street, NW, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference room by calling the SEC at (800)-SEC-0330.
The SEC maintains an Internet site at (www.sec.gov) that contains reports, proxy
and information statements and other information regarding issuers that file
electronically.

CERTAIN STATEMENTS IN THIS "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS FORM 10-K CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE FEDERAL PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE
OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS.

The following discussion and analysis relates to the year ended December 31,
2004 and for the period from March 5, 2003 (inception) to December 31, 2003. You
should read the following discussion and analysis along with our consolidated
financial statements and the related notes included in this report.

Overview

We were formed to acquire and manage a diversified portfolio of real estate,
principally multi-tenant shopping centers and single-user buildings. We operate
as a real estate investment trust or REIT for Federal and state income tax
purposes. We have initially focused on acquiring properties in the Western
states. We have begun to acquire and plan to continue acquiring properties in
the Western states. We may also acquire retail and single-user net lease
properties in locations throughout the United States. We have also begun to
acquire properties improved with commercial facilities which provide goods and
services as well as double or triple net leased properties, which are either
commercial or retail including properties acquired in sale and leaseback
transactions. A triple-net leased property is one which is leased to a tenant
who is responsible for the base rent and all costs and expenses associated with
their occupancy including property taxes, insurance and repairs and maintenance.
Inland Western Retail Real Estate Advisory Services, Inc. or our business
manager/advisor has been retained to manage, for a fee, our day-to-day affairs,
subject to the supervision of our board of directors.

Our goal is to purchase properties principally west of the Mississippi River and
evaluate potential acquisition opportunities of properties east of the
Mississippi River on a property by property basis, taking into consideration
investment objectives and available funds. As of February 28, 2005 we have
purchased 12 additional properties located in the states of Florida, Iowa,
Louisiana, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island,
Texas, Wisconsin, and Ontario, Canada.

For the year ended December 31, 2004, we purchased 103 properties, of which 55
were not located in our primary geographical area of interest. We purchased
these 55 properties because we had the unique opportunity of taking advantage of
our business manager/advisor's acquisition pipeline of properties located east
of the Mississippi River which generally, continue to have rates of return above
those located in the Western United States. We expect this trend to continue
into the next year. Our strategy in purchasing these properties was to deploy
stockholder funds promptly and generate income for us as early as possible,
while investing in properties which met our acquisition criteria.

During the fourth quarter of 2004, the retail sector has remained relatively
stable as a result of sustained consumer spending, which has helped maintain
retail sales growth despite potential terrorist threats and the Iraqi war. A
modest pace of new retail construction, and the expansion strategy of some
retailers, who are renting more space to maintain market share and revenue
growth and offset declining same store sales have also contributed to the
stability.

Our goal is to maximize the possible return to our stockholders through the
acquisition, development, re-development and management of our properties
consisting of neighborhood and community shopping centers and single-tenant

                                       57


buildings. We actively manage our assets by leasing and releasing space at
favorable rates, controlling costs, maintaining strong tenant relationships and
creating additional value through redeveloping and repositioning our centers. We
distribute funds generated from operations to our stockholders, and intend to
continue distributions in order to maintain our REIT status.

Overall, the retail segment of the real estate industry has undergone a
fundamental shift in consumer spending patterns while the grocery, drug and
discount retail sectors have remained relatively stable over the past few years.
The majority of consumer purchases for general merchandise occur at discount
stores or warehouse club/supercenters following the lead of industry giants
Wal-Mart and Home Depot. Strength in this segment has come at a detriment to
older, established retailers, whose operating costs are relatively higher, and
who do not offer bulk purchasing opportunities to consumers. In addition,
relatively low interest rates have resulted in the increased purchasing power of
the general public, further accelerating these retail trends.

Selecting properties with high quality tenants and mitigating risk through
diversifying our tenant base is at the forefront of our acquisition strategy. We
believe our strategy of purchasing properties, primarily in the fastest growing
areas of the country and focusing on acquisitions with tenants who provide basic
goods and services will produce stable earnings and growth opportunities in
future years.

We are in the process of completing our initial offering of common stock and
have raised $2,172,047,447 as of December 31, 2004. We raised on average
approximately $237 million per month during the fourth quarter of 2004.

On December 28, 2004, our second offering was declared effective for up to
250,000,000 shares of common stock at $10 each and the issuance of up to
20,000,000 shares at $9.50 each, which may be distributed pursuant to our DRP.
We began selling shares of the second offering in January 2005.

As of December 31, 2004, we owned through separate limited partnership, limited
liability company, or joint venture agreements, a portfolio of 111 properties
located in Alabama, Arizona, Arkansas, California, Colorado, Connecticut,
Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan,
Minnesota, Missouri, Nevada, New Mexico, New York, North Carolina, Oklahoma,
Pennsylvania, South Carolina, Tennessee, Texas, Utah, Washington and Wisconsin
containing an aggregate of approximately 20,231,000 square feet of gross
leasable area. As of December 31, 2004, approximately 97% of gross leasable area
in the properties was physically leased and 99% was economically leased.

Critical Accounting Policies and Estimates

GENERAL

The following disclosure pertains to critical accounting policies and estimates
we believe are most "critical" to the portrayal of our financial condition and
results of operations which require our most difficult, subjective or complex
judgments. These judgments often result from the need to make estimates about
the effect of matters that are inherently uncertain. Critical accounting
policies discussed in this section are not to be confused with accounting
principles and methods disclosed in accordance with accounting principles
generally accepted in the United States of America or GAAP. GAAP requires
information in financial statements about accounting principles, methods used
and disclosures pertaining to significant estimates. This discussion addresses
our judgment pertaining to trends, events or uncertainties known which were
taken into consideration upon the application of those policies and the
likelihood that materially different amounts would be reported upon taking into
consideration different conditions and assumptions.

ACQUISITION OF INVESTMENT PROPERTY

We allocate the purchase price of each acquired investment property between
land, building and improvements, acquired above market and below market leases,
in-place lease value, and any assumed financing that is determined to be above
or below market terms. In addition, we allocate a portion of the purchase price
to the value of customer relationships. The allocation of the purchase price is
an area that requires judgment and significant estimates. We use the information
contained in the independent appraisal obtained at acquisition as the primary
basis for the allocation to land and building and improvements. We determine
whether any financing assumed is above or below market based

                                       58


upon comparison to similar financing terms for similar investment properties. We
also allocate a portion of the purchase price to the estimated acquired in-place
lease costs based on estimated lease execution costs for similar leases as well
as lost rent payments during assumed lease up period when calculating as if
vacant fair values. We consider various factors including geographic location
and size of leased space. We also evaluate each acquired lease based upon
current market rates at the acquisition date and we consider various factors
including geographical location, size and location of leased space within the
investment property, tenant profile, and the credit risk of the tenant in
determining whether the acquired lease is above or below market lease costs.
After an acquired lease is determined to be above or below market lease costs,
we allocate a portion of the purchase price to such above or below acquired
lease costs based upon the present value of the difference between the
contractual lease rate and the estimated market rate. However, for below market
leases with fixed rate renewals, renewal periods are included in the calculation
of below market in-place lease values. The determination of the discount rate
used in the present value calculation is based upon the "risk free rate." This
discount rate is a significant factor in determining the market valuation which
requires our judgment of subjective factors such as market knowledge, economics,
demographics, location, visibility, age and physical condition of the property.

IMPAIRMENT OF LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards or SFAS No. 144,
we conduct an analysis on a quarterly basis to determine if indicators of
impairment exist to ensure that the property's carrying value does not exceed
its fair value. If this were to occur, we are required to record an impairment
loss. The valuation and possible subsequent impairment of investment properties
is a significant estimate that can and does change based on our continuous
process of analyzing each property and reviewing assumptions about uncertain
inherent factors, as well as the economic condition of the property at a
particular point in time. No impairment losses have been taken in 2003 or 2004.

COST CAPITALIZATION AND DEPRECIATION POLICIES

Our policy is to review all expenses paid and capitalize any items exceeding
$5,000 which are deemed to be an upgrade or a tenant improvement. These costs
are capitalized and are included in the investment properties classification as
an addition to buildings and improvements.

Buildings and improvements are depreciated on a straight-line basis based upon
estimated useful lives of 30 years for buildings and improvements, and 15 years
for site improvements. The portion of the purchase price allocated to acquired
above market costs and acquired below market costs are amortized on a
straight-line basis over the life of the related lease as an adjustment to net
rental income. Acquired in-place lease costs, customer relationship value, other
leasing costs, and tenant improvements are amortized on a straight-line basis
over the life of the related lease as a component of amortization expense.

The application of SFAS No. 141 and SFAS No. 142 resulted in the recognition
upon acquisition of additional intangible assets and liabilities relating to our
real estate acquisitions during the year ended December 31, 2004. The portion of
the purchase price allocated to acquired above market lease costs and acquired
below market lease costs are amortized on a straight-line basis over the life of
the related lease as an adjustment to rental income. Amortization pertaining to
the above market lease costs of $3,118,699 was applied as a reduction to rental
income for the year ended December 31, 2004 and $5,227 for the period from March
5, 2003 (inception) to December 31, 2003. Amortization pertaining to the below
market lease costs of $4,703,357 was applied as an increase to rental income for
the year ended December 31, 2004 and $15,386 for the period from March 5, 2003
(inception) to December 31, 2003.

The portion of the purchase price allocated to acquired in-place lease costs are
amortized on a straight line basis over the life of the related lease. We
incurred amortization expense pertaining to acquired in-place lease costs of
$9,923,630 for the year ended December 31, 2004 and $51,773 for the period from
March 5, 2003 (inception) to December 31, 2003.

The portion of the purchase price allocated to customer relationship value is
amortized on a straight-line basis over the life of the related lease.

                                       59


The table below presents the amortization during the next five years related to
the acquired in-place lease intangibles, customer relationship value, acquired
above market lease costs and the below market lease costs for properties owned
at December 31, 2004:



Amortization of:                     2005            2006            2007           2008            2009          Thereafter
                                     ----            ----            ----           ----            ----          ----------
                                                                                                 
Acquired above
  market lease costs         $     (5,576,668)     (5,391,370)     (4,558,366)    (4,275,216)     (3,783,749)       (17,188,977)

Acquired below
  market lease costs                9,930,801       9,166,611       8,238,008      7,337,557       6,580,442         44,732,278
                             --------------------------------------------------------------------------------------------------

Net rental income
  increase                   $      4,354,133       3,775,241       3,679,642      3,062,341       2,796,693         27,543,301
                             ==================================================================================================

Acquired in-place lease
  intangibles                $    (25,857,397)    (25,857,397)    (25,857,397)   (25,803,230)    (24,532,397)      (110,207,994)

Customer relationship
  value                      $       (200,000)       (200,000)       (200,000)      (200,000)       (200,000)        (1,000,000)


Cost capitalization and the estimate of useful lives requires our judgment and
includes significant estimates that can and do change based on our process which
periodically analyzes each property and on our assumptions about uncertain
inherent factors.

REVENUE RECOGNITION

We recognize rental income on a straight-line basis over the term of each lease.
The difference between rental income earned on a straight-line basis and the
cash rent due under the provisions of the lease agreements is recorded as
deferred rent receivable and is included as a component of accounts and rents
receivable in the accompanying consolidated balance sheets. We anticipate
collecting these amounts over the terms of the leases as scheduled rent payments
are made.

Reimbursements from tenants for recoverable real estate tax and operating
expenses are accrued as revenue in the period the applicable expenditures are
incurred. We make certain assumptions and judgments in estimating the
reimbursements at the end of each reporting period. Should the actual results
differ from our judgment, the estimated reimbursement could be negatively
affected and would be adjusted appropriately.

In conjunction with certain acquisitions, we receive payments under master lease
agreements pertaining to certain, non-revenue producing spaces either at the
time of, or subsequent to, the purchase of some of our properties. Upon receipt
of the payments, the receipts are recorded as a reduction in the purchase price
of the related properties rather than as rental income. These master leases were
established at the time of purchase in order to mitigate the potential negative
effects of loss of rent and expense reimbursements. Master lease payments are
received through a draw of funds escrowed at the time of purchase and may cover
a period from one to three years. These funds may be released to either us or
the seller when certain leasing conditions are met. Restricted cash includes
funds received by third party escrow agents, from sellers, pertaining to master
lease agreements. We record such escrows as both an asset and a corresponding
liability, until certain leasing conditions are met.

We record lease termination income if there is a signed termination letter
agreement, all of the conditions of the agreement have been met, and the tenant
is no longer occupying the property.

INTEREST RATE FUTURES CONTRACTS

We enter into interest rate futures contracts or treasury contracts as a means
of reducing our exposure to rising interest rates. At inception, contracts are
evaluated in order to determine if they will qualify for hedge accounting
treatment and will be accounted for either on a deferral, accrual or market
value basis depending on the nature of our hedge

                                       60


strategy and the method used to account for the hedged item. Hedge criteria
include demonstrating the manner in which the hedge will reduce risk,
identifying the specific asset, liability or firm commitment being hedged, and
citing the time horizon being hedged.

For the year ended December 31, 2004, the Company entered into treasury
contracts with a futures commission merchant with yields ranging from 3.27% to
3.85% for 5 year treasury contracts and 4.00% to 4.63% for 10 year treasury
contracts. On December 31, 2004, the treasury contracts had a liquidation value
of $46,005 resulting in a loss of $3,666,894 for the year ended December 31,
2004. As these treasury contracts are not offsetting future commitments and
therefore do not qualify as hedges, the net loss is recognized currently in
earnings.

Liquidity and Capital Resources

GENERAL

Our principal demands for funds have been for property acquisitions, for the
payment of operating expenses and distributions, and for the payment of interest
on outstanding indebtedness. Generally, cash needs for items other than property
acquisitions have been met from operations, and property acquisitions have been
funded by a public offering of our shares of common stock. However, there may be
a passage of time between the sale of the shares and our purchase of properties,
which may result in a delay in the benefits to stockholders of returns generated
from property operations. Our business manager/advisor evaluates potential
additional property acquisitions and Inland Real Estate Acquisitions, Inc., one
of the affiliates of our sponsor, engages in negotiations with sellers on our
behalf. After a purchase contract is executed which contains specific terms, the
property will not be purchased until due diligence, which includes review of the
title insurance commitment, an appraisal and an environmental analysis, is
successfully completed. In some instances, the proposed acquisition still
requires the negotiation of final binding agreements, which may include
financing documents. During this period, we may decide to temporarily invest any
unused proceeds from the offering in certain investments that could yield lower
returns than other investments, such as the acquisition of properties. These
lower returns may affect our ability to make distributions.

Potential future sources of capital include proceeds from the public or private
offering of our equity or debt securities, secured or unsecured financings from
banks or other lenders, proceeds from the sale of properties, as well as
undistributed funds from operations. We anticipate that during the current year
we will (i) acquire additional existing shopping centers and net leased
properties, (ii) begin to develop additional shopping center sites and (iii)
continue to pay distributions to stockholders, and each is expected to be funded
mainly from proceeds of our public offerings of shares, cash flows from
operating activities, financings and other external capital resources available
to us.

Our leases typically provide that the tenant bears responsibility for
substantially all property costs and expenses associated with ongoing
maintenance and operation, including utilities, property taxes and insurance. In
addition, in some instances our leases provide that the tenant is responsible
for roof and structural repairs. Certain of our properties are subject to leases
under which we retain responsibility for certain costs and expenses associated
with the property. We anticipate that capital demands to meet obligations
related to capital improvements with respect to properties will be minimal for
the foreseeable future and can be met with funds from operations and working
capital. We believe that our current capital resources (including cash on hand)
and anticipated financings are sufficient to meet our liquidity needs for the
foreseeable future.

LIQUIDITY

OFFERING. As of December 31, 2004, subscriptions for the initial public offering
for a total of 217,467,878 shares had been received from the public, which
include the 20,000 shares issued to the business manager/advisor and 3,079,003
shares sold pursuant to the DRP as of December 31, 2004. As a result of such
sales, we received a total of $2,172,047,447 of gross offering proceeds for the
initial public offering as of December 31, 2004.

On December 28, 2004, our second offering was declared effective for up to
250,000,000 shares of common stock at $10 each and the issuance of up to
20,000,000 shares at $9.50 each, which may be distributed pursuant to our DRP.
We began selling shares of the second offering in early January 2005.

                                       61


MORTGAGE DEBT. Mortgage loans outstanding as of December 31, 2004 were
$1,782,538,627 and had a weighted average interest rate of 4.58%. Of this
amount, $1,635,745,627 had fixed rates ranging from 3.96% to 8.02% and a
weighted average fixed rate of 4.67% at December 31, 2004. The rate of 8.02%
represented the interest rate on the mortgage for Cardiff Hall East (Cardiff), a
joint venture entity which we consolidate. Excluding the Cardiff mortgage, the
highest fixed rate on our mortgage debt was 6.34%. The remaining $146,793,000
represented variable rate loans with a weighted average interest rate of 3.55%
at December 31, 2004. As of December 31, 2004, scheduled maturities for our
outstanding mortgage indebtedness had various due dates through August 2023.

During the period from January 1, 2005 through February 28, 2005 we obtained
mortgage financing on properties that we purchased during 2004 and 2005 totaling
approximately $276 million that require monthly payments of interest only and
bear interest at a range of 4.30% to 5.69% per annum.

LINE OF CREDIT. On December 24, 2003, we entered into a $150,000,000 unsecured
line of credit arrangement with a bank for a period of one year. The funds from
this line of credit were used to provide liquidity from the time a property was
purchased until permanent debt was placed on the property. We were required to
pay interest only on the outstanding balance from time to time under the line at
the rate equal to LIBOR plus 175 basis points. We were also required to pay, on
a quarterly basis, an amount ranging from .15% to .30%, per annum, on the
average daily undrawn funds remaining under this line. The line of credit
required compliance with certain covenants, such as debt service ratios, minimum
net worth requirements, distribution limitations and investment restrictions. As
of December 31, 2003, we were in compliance with such covenants. In connection
with obtaining this line of credit, we paid fees in an amount totaling
approximately $1,044,000 (which included a .65% commitment fee). The outstanding
balance on the line of credit was $5,000,000 as of December 31, 2003 with an
effective interest rate of 2.9375% per annum.

On December 16, 2004, we terminated the existing line of credit agreement and
executed a new unsecured line of credit facility with a bank for up to
$100,000,000 with an optional unsecured borrowing capacity of $150,000,000 for a
total unsecured borrowing capacity of $250,000,000. The facility has an initial
term of one year with two one-year extension options, with an annual variable
interest rate. The funds from this line of credit may be used to provide
liquidity from the time a property is purchased until permanent debt is placed
on that property. The line of credit requires interest only payments monthly at
the rate equal to the London InterBank Offered Rate or LIBOR plus 175 basis
points which ranged from 2.34% to 2.42% during the quarter ended December 31,
2004. We are also required to pay, on a quarterly basis, an amount ranging from
.15% to .25%, per annum, on the average daily undrawn funds under this line. The
line of credit requires compliance with certain covenants, such as debt service
ratios, minimum net worth requirements, distribution limitations and investment
restrictions. As of December 31, 2004, we were in compliance with such
covenants. There was no outstanding balance on the line as of December 31, 2004.

STOCKHOLDER LIQUIDITY. We provide the following programs to facilitate
investment in the shares and to provide limited, interim liquidity for
stockholders until such time as a market for the shares develops:

The DRP allows stockholders who purchase shares pursuant to the offerings to
automatically reinvest distributions by purchasing additional shares from us.
Such purchases will not be subject to selling commissions or the marketing
contribution and due diligence expense allowance and will be sold at a price of
$9.50 per share. As of December 31, 2004, we issued 3,079,003 shares pursuant to
the DRP for an aggregate amount of $29,250,830.

Subject to certain restrictions, the SRP provides existing stockholders with
limited, interim liquidity by enabling them to sell shares back to us at the
following prices:

            One year from the purchase date, at $9.25 per share;
            Two years from the purchase date, at $9.50 per share;
            Three years from the purchase date, at $9.75 per share; and
            Four years from the purchase date, at the greater of $10.00 per
            share, or a price equal to 10 times our "funds available for
            distribution" per weighted average shares outstanding for the prior
            calendar year.

Shares purchased by us will not be available for resale. As of December 31,
2004, 10,350 shares have been repurchased for a total of $192,667.

                                       62


CAPITAL RESOURCES

We expect to meet our short-term operating liquidity requirements generally
through our net cash provided by property operations. We also expect that our
properties will generate sufficient cash flow to cover our operating expenses
plus pay a monthly distribution on our weighted average shares. Operating cash
flows are expected to increase as additional properties are added to our
portfolio.

We believe that we should put mortgage debt on or leverage our properties at
approximately 50% of their value. We also believe that we can borrow at the
lowest overall cost of funds or interest rate by placing individual financing on
each of our properties. Accordingly, mortgage loans will generally have been
placed on each property at the time that the property is purchased, or shortly
thereafter, with the property solely securing the financing.

During the year ended December 31, 2004, we closed on mortgage debt with a
principal amount of $1,753,086,923. Of this amount, $1,606,293,923 represented
fixed rate loans which bear interest rates between 3.96% and 8.02%. The rate of
8.02% represented the interest rate on the mortgage for Cardiff Hall East
(Cardiff), a joint venture entity which we consolidate. Excluding the Cardiff
mortgage, the highest fixed rate on our mortgage debt was 6.34%. The remaining
$146,793,000 represented variable rate loans with a weighted average interest
rate of 3.55% at December 31, 2004.

With the exception of the mortgage loans on Plaza Santa Fe II, Shops at Forest
Commons and Henry Town Center, all of the loans that closed during the year
ended December 31, 2004 may be prepaid with a penalty after specific lockout
periods. The mortgage loans on Plaza Santa Fe II, Shops at Forest Commons and
Henry Town Center, have no prepayment privileges.

We have entered into interest rate lock agreements with various lenders to
secure interest rates on mortgage debt on properties we currently own or will
purchase in the future. We have outstanding rate lock deposits in the amount of
$2,826,055 as of December 31, 2004 which are applied as credits to the mortgage
fundings as they occur. These agreements lock interest rates from 4.45% to 5.12%
for periods from 60 days to 90 days on approximately $240 million in principal.

During the period from January 1, 2005 to February 28, 2005, we entered into
rate lock agreements which lock interest rates from 4.47% to 4.69% for periods
from 30 days to 90 days on approximately $300 million in principal.

Although the loans we closed are generally non-recourse, occasionally, when it
is deemed to be advantageous, we may guarantee all or a portion of the debt on a
full-recourse basis. Individual decisions regarding interest rates,
loan-to-value, fixed versus variable-rate financing, maturity dates and related
matters are often based on the condition of the financial markets at the time
the debt is incurred, which conditions may vary from time to time.

Distributions are determined by our board of directors with the advice of our
business manager/advisor and are dependent on a number of factors, including the
amount of funds available for distribution, flow of funds, our financial
condition, any decision by our board of directors to reinvest funds rather than
to distribute the funds, our capital expenditures, the annual distribution
required to maintain REIT status under the Internal Revenue Code and other
factors the board of directors may deem relevant.

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash generated from operating activities was approximately $63,520,000 for
the year ended December 31, 2004 and $724,000 for, the period from March 5, 2003
(inception) to December 31, 2003. The increase in net cash provided by operating
activities for the year ended December 31, 2004 compared to prior year is due
primarily to the additional rental revenues and income generated from the
operations of 103 additional properties purchased during the year ended December
31, 2004, compared to eight properties purchased for the period from March 5,
2003 (inception) to December 31, 2003.

CASH FLOWS FROM INVESTING ACTIVITIES

                                       63


Cash flows used in investing activities were approximately $3,243,055,000 for
the year ended December 31, 2004 and $133,425,000 for the period from March 5,
2003 (inception) to December 31, 2003. The cash flows used in investing
activities were primarily due to the acquisition of 103 and eight properties for
approximately $3,201,247,000 and $127,196,000 during the year ended December 31,
2004 and the period from March 5, 2003 (inception) to December 31, 2003,
respectively.

As of February 28, 2005, we had approximately $550 million available for
investment in additional properties. As of February 28, 2005, we are considering
the acquisition of approximately $226 million in properties. We are currently in
the process of obtaining financings on properties which have been purchased, as
well as certain of the properties which we anticipate purchasing. It is our
intention to finance each of our acquisitions either at closing or subsequent to
closing. As a result of the intended financings and based on our current
experience in raising funds in our offerings, we believe that we will have
sufficient resources to acquire these properties.

CASH FLOWS FROM FINANCING ACTIVITIES

Cash flows provided by financing activities were approximately $3,356,378,000
for the year ended December 31, 2004 and $197,082,000 for the period from March
5, 2003 (inception) to December 31, 2003. We generated proceeds from the sale of
shares, net of offering costs paid and shares repurchased, of approximately
$1,774,231,000 and $166,552,000, respectively. We generated approximately
$1,653,523,000 and $29,627,000 from the issuance of new mortgages secured by 97
and two of our properties. We generated $165,000,000 and $5,000,000 from funding
on the line of credit. We paid approximately $16,613,000 and $4,023,000 for loan
fees and approximately $54,542,000 and $358,000 in distributions to our
stockholders. The sponsor has agreed to advance us amounts to pay a portion of
these distributions until funds available for distribution are sufficient to
cover distributions. In addition, $170,000,000 and $0 was paid off on the line
of credit for the year ended December 31, 2004 and the period from March 5, 2003
(inception) to December 31, 2003, respectively.

Given the current size of our offerings, as of February 28, 2005, we could raise
approximately $2.4 billion of additional capital. However, there can be no
assurance that we will raise this amount of money or that we will be able to
acquire additional attractive properties.

We are exposed to interest rate changes primarily as a result of our long-term
debt used to maintain liquidity and fund capital expenditures and expansion of
our real estate investment portfolio and operations. Our interest rate risk
management objectives are to limit the impact of interest rate changes on
earnings and cash flows and to lower our overall borrowing costs. To achieve our
objectives we borrow primarily at fixed rates or variable rates with the lowest
margins available and, in some cases, with the ability to convert variable rates
to current market fixed rates at the time of conversion.

Effects of Transactions with Related and Certain Other Parties

SERVICES PROVIDED BY AFFILIATES OF THE BUSINESS MANAGER/ADVISOR As of December
31, 2004 and December 31, 2003, we had incurred $234,014,231 and $22,144,814,
respectively of offering costs, of which $175,508,624 and $16,854,779,
respectively were paid or accrued to affiliates. In accordance with the terms of
our offerings, our business manager/advisor has guaranteed payment of all public
offering expenses (excluding sales commissions and the marketing contribution
and the due diligence expense allowance) in excess of 5.5% of the gross proceeds
of the offerings or gross offering proceeds or all organization and offering
expenses (including selling commissions) which together exceed 15% of gross
offering proceeds. As of December 31, 2004 and December 31, 2003, offering costs
did not exceed the 5.5% and 15% limitations. We anticipate that these costs will
not exceed these limitations upon completion of the offerings. Any excess
amounts at the completion of the offerings will be reimbursed by our business
manager/advisor.

Our business manager/advisor and its affiliates are entitled to reimbursement
for salaries and expenses of employees of our business manager/advisor and its
affiliates relating to the offerings. In addition, an affiliate of our business
manager/advisor is entitled to receive selling commissions, and the marketing
contribution and due diligence expense allowance from us in connection with the
offerings. Such costs are offset against the stockholders' equity accounts.

                                       64


Such costs totaled $175,508,624 and $16,859,779, of which $2,879,894 and
$1,061,791 were unpaid at December 31, 2004 and December 31, 2003, respectively.

Our business manager/advisor and its affiliates are entitled to reimbursement
for general and administrative expenses relating to our administration. Such
costs are included in general and administrative expenses to affiliates, in
addition to costs that were capitalized pertaining to property acquisitions.
During the year ended December 31, 2004 and the period from March 5, 2003
(inception) to December 31, 2003, we incurred $1,542,986 and $194,017 of these
costs, respectively, of which $957,471 and $40,703 remained unpaid as of
December 31, 2004 and December 31, 2003, respectively, and are included in Due
to affiliates on the Consolidated Balance Sheets.

An affiliate of our business manager/advisor provides loan servicing to us for
an annual fee. Such costs are included in property operating expenses to
affiliates. The agreement allows for annual fees totaling .03% of the first $1
billion in mortgage balance outstanding and .01% of the remaining mortgage
balance, payable monthly. Such fees totaled $140,859 for the year ended December
31, 2004 and $328 for the period from March 5, 2003 (inception) to December 31,
2003.

We use the services of an affiliate of our business manager/advisor to
facilitate the mortgage financing that we obtained on some of the properties
purchased. We pay the affiliate .02% of the principal balance of mortgage loans
obtained. Such costs are capitalized as loan fees and amortized over the
respective loan term. During the year ended December 31, 2004 and for the period
from March 5, 2003 (inception) to December 31, 2003, we paid loan fees totaling
$3,475,472 and $59,523, respectively, to this affiliate.

We may pay an advisor asset management fee of not more than 1% of our average
assets. Our average asset value is defined as the average of the total book
value, including acquired intangibles, of our real estate assets invested in
equity interests plus our loans receivable secured by real estate, before
reserves for depreciation, reserves for bad debt or other similar non-cash
reserves. We compute our average assets by taking the average of these values at
the end of each month for which we are calculating the fee. The fee would be
payable quarterly in an amount equal to 1/4 of 1% of average assets as of the
last day of the immediately preceding quarter. For any year in which we qualify
as a REIT, our advisor must reimburse us for the following amounts if any: (1)
the amounts by which our total operating expenses, the sum of the advisor asset
management fee plus other operating expenses, paid during the previous fiscal
year exceed the greater of: (i) 2% of our average assets for that fiscal year,
or (ii) 25% of our net income for that fiscal year; plus (2) an amount, which
will not exceed the advisor asset management fee for that year, equal to any
difference between the total amount of distributions to stockholders for that
year and the 6% minimum annual return on the net investment of stockholders. For
the year ended December 31, 2004 and the period from March 5, 2003 (inception)
to December 31, 2003, we neither paid nor accrued such fees because our business
manager/advisor agreed to forego such fees for those periods.

The property managers, entities owned principally by individuals who are
affiliates of our business manager/advisor, are entitled to receive property
management fees totaling 4.5% of gross operating income, for management and
leasing services. We incurred property management fees of $5,381,721 and $16,627
for the year ended December 31, 2004 and the period from March 5, 2003
(inception) to December 31, 2003, respectively. None remained unpaid as of
December 31, 2004 or December 31, 2003.

We established a discount stock purchase policy for our affiliates and
affiliates of our business manager/advisor that enables the affiliates to
purchase shares of common stock at either $8.95 or $9.50 a share depending on
when the shares are purchased. We sold 605,060 and 59,497 shares of common stock
to affiliates and recognized an expense related to these discounts of $427,122
and $62,472 for the year ended December 31, 2004 and the period from March 5,
2003 (inception) to December 31, 2003, respectively.

As of December 31, 2004 and December 31, 2003, we were due funds from our
affiliates in the amount of $654,004 and $918,750, respectively, which is
comprised of $654,004 and $845,000, respectively, which is due from our sponsor
for reimbursement of a portion of distributions paid. The remaining $73,750 as
of December 31, 2003 is due from an affiliate for costs paid on their behalf by
us. Our sponsor has agreed to advance to us amounts to pay a portion of
distributions to our stockholders until funds available for distribution are
sufficient to cover the distributions. Our sponsor forgave $2,369,139 of these
amounts during the second quarter of 2004 and these funds are no longer due. As

                                       65


of December 31, 2004 and December 31, 2003, we owe funds to our sponsor in the
amount of $3,522,670 and $1,202,519, respectively, for repayment of the funds
advanced for payment of distributions.

Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and
Contracts and Commitments

The table below presents our obligations and commitments to make future payments
under debt obligations and lease agreements as of December 31, 2004.



Contractual Obligations       Payments due by period
-----------------------       ----------------------
                                                       Less than                                                More than
                                     Total               1 year          1-3 years           3-5 years           5 years
                              -----------------------------------------------------------------------------------------------
                                                                                                  
Long-Term Debt:
  Fixed rate                  $      2,065,626,447        77,170,997       210,970,182        1,136,399,595      641,085,673
  Variable rate                        168,873,039        20,552,746        10,900,759          119,705,631       17,713,903

Ground lease payments         $        358,535,876         3,186,464         6,426,415            6,642,246      342,280,751


The table includes interest payments to which we are contractually obligated
under long term debt agreements.

We lease land under non-cancelable leases at certain of the properties expiring
in various years from 2028 to 2096. The property attached to the land will
revert back to the lessor at the end of the lease.

CONTRACTS AND COMMITMENTS

We have closed on several properties which have earnout components, meaning that
we did not pay for portions of these properties that were not rent producing. We
are obligated, under certain agreements, to pay for those portions when the
tenant moves into its space and begins to pay rent. The earnout payments are
based on a predetermined formula. Each earnout agreement has a time limit
regarding the obligation to pay any additional monies. If at the end of the time
period allowed certain space has not been leased and occupied, we will own that
space without any further obligation. Based on pro forma leasing rates, we may
pay as much as $189,042,868 in the future, as retail space covered by earnout
agreements is occupied and becomes rent producing.

During 2004, we entered into two installment note agreements in which we are
obligated to fund up to a total of $33,398,314. The notes maintain stated
interest rates of 6.993% and 7.5572% per annum and mature in July 2005 and
August 2005, respectively. Each note requires monthly interest payments with the
entire principal balance due at maturity. The combined receivable balance at
December 31, 2004 was $31,771,731. Therefore, we may be required to fund up to
an additional $1,626,583 on these notes.

We have obtained three irrevocable letters of credit related to loan fundings
against earnout spaces at certain properties. Once we purchase the remaining
portion of these properties and meet certain occupancy requirements, the letters
of credit will be released. The balance of outstanding letters of credit at
December 31, 2004 is $11,573,100.

In connection with the purchase of one of our properties, we received a price
adjustment in the amount of $763,072 related to spaces that were vacant at the
time of closing. If at any time during the next two years the seller is able to
lease that space under conditions satisfactory to us, we are obligated to pay
the seller a pro-rata share of the purchase price reduction.

We have entered into interest rate lock agreements with various lenders to
secure interest rates on mortgage debt on properties we currently own or will
purchase in the future. We have outstanding rate lock deposits in the amount of
$2,826,055 as of December 31, 2004 which are applied as credits to the mortgage
fundings as they occur. These agreements lock interest rates from 4.45% to 5.12%
for periods from 60 days to 90 days on approximately $240 million in principal.

                                       66


Subsequent to December 31, 2004, we purchased 12 properties for a purchase price
of approximately $260 million. In addition, we are currently considering
acquiring nine properties for an estimated purchase price of $226 million. Our
decision to acquire each property generally depends upon no material adverse
change occurring relating to the property, the tenants or in the local economic
conditions, and our receipt of satisfactory due diligence information including
appraisals, environmental reports and lease information prior to purchasing the
property.

Results of Operations

GENERAL

The following discussion is based primarily on our consolidated financial
statements as of December 31, 2004 and for the period from March 5, 2003
(inception) to December 31, 2003.



                                          Properties          Square
                                           Purchased           Feet
             Quarter Ended                per Quarter        Acquired           Purchase Price
             -------------                -----------        --------           --------------
                                                                   
             March 31, 2003                  None               N/A                   N/A
             June 30, 2003                   None               N/A                   N/A
             September 30, 2003              None               N/A                   N/A
             December 31, 2003                 8               797,551      $      127,195,000
             March 31, 2004                   11             2,115,280      $      384,053,000
             June 30, 2004                    23             4,177,286      $      713,925,000
             September 30, 2004               26             5,705,453      $      869,128,000
             December 31, 2004                43             7,435,554      $    1,241,693,000
                                          ----------------------------------------------------

             Total                            111           20,231,124      $    3,335,994,000
                                          ====================================================


RENTAL INCOME, TENANT RECOVERIES AND OTHER PROPERTY INCOME. Rental income
consists of basic monthly rent and percentage rental income due pursuant to
tenant leases. Tenant recovery and other property income consist of property
operating expenses recovered from the tenants including real estate taxes,
property management fees and insurance. Rental income was $106,424,663 and
$606,646 and all additional property income was $23,979,918 and $137,988 for the
year ended December 31, 2004 and for the period from March 5, 2003 (inception)
to December 31, 2003, respectively.

OTHER INCOME. Other income consists of interest income earned primarily on short
term investments that are held by us and other non-operating income earned by
us. Other income was $3,681,067 and $37,648, respectively, for the year ended
December 31, 2004 and the period from March 5, 2003 (inception) to December 31,
2003.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses consist
of salaries and computerized information services costs reimbursed to affiliates
for maintaining our accounting and investor records, affiliates common share
purchase discounts, insurance, postage, printer costs and fees paid to
accountants and lawyers. These expenses were $4,857,101 for the year ended
December 31, 2004 and $459,476 for the period from March 5, 2003 (inception) to
December 31, 2003 and resulted from increased services required as we acquire
properties and grow our portfolio of investment properties and our investor
base.

PROPERTY OPERATING EXPENSES. Property operating expenses consist of property
management fees and property operating expenses, including real estate taxes,
costs of owning and maintaining shopping centers, insurance, and maintenance to
the exterior of the buildings and the parking lots. These expenses were
$32,521,195 for the year ended December 31, 2004 and $143,244 for the period
from March 5, 2003 (inception) to December 31, 2003.

DEPRECIATION AND AMORTIZATION. Depreciation expense was $36,113,611 and $140,497
and is due to depreciation on the properties owned during the year ended
December 31, 2004 and the period from March 5, 2003 (inception) to December 31,
2003, respectively. Amortization expense was $11,859,597 and $76,608,
respectively, and is due to the application of SFAS 141 and SFAS 142 resulting
from the amortization of intangible assets of approximately $250

                                       67


million and loan and leasing fees of $12 million during the year ended December
31, 2004 and intangible assets of approximately $9 million and loan and leasing
fees of $1 million during the period from March 5, 2003 (inception) to December
31, 2003.

INTEREST. Interest was $33,174,623 for the year ended December 31, 2004 and is
due to the financing on 97 properties as of December 31, 2004 and funds drawn
during the first quarter of 2004 on the line of credit. Interest was $135,735
for the period from March 5, 2003 (inception) to December 31, 2003 and is due to
the financing on two properties as of December 31, 2003.

Subsequent Events

We issued 42,629,352 shares of common stock and repurchased 28,459 shares of
common stock from January 1, 2005 through February 28, 2005, resulting in a
total of 260,058,421 shares of common stock outstanding. As of February 28,
2005, subscriptions for a total of 255,692,354 shares were received resulting in
total gross offering proceeds of $2,555,826,905. An additional 4,404,876 shares
were issued pursuant to the DRP for $41,846,623 of additional gross proceeds and
38,809 were repurchased in connection with the SRP for $455,916.

We paid distributions of $11,377,712 and $12,232,404 to its stockholders in
January and February 2005, respectively.

We have acquired the following properties during the period January 1 to
February 28, 2005. The respective acquisitions are detailed in the table below.



                                                                         APPROXIMATE     GROSS LEASABLE
            DATE                                             YEAR      PURCHASE PRICE         AREA
          ACQUIRED                PROPERTY                   BUILT           ($)           (SQ. FT.)          MAJOR TENANTS
          --------                --------                   -----     --------------    ---------------      -------------
                                                                                           
          01/05/05     Fairgrounds Plaza                     2002-         21,994,125             59,970  Super Stop N' Shop
                         Middletown, NY                       2004

          01/06/05     Maytag Distribution Center            2004          23,159,499            750,000  Maytag
                         Iowa City, IA

          01/10/05     Midtown Center                        1986-         53,000,000            319,108  Wal-Mart
                         Milwaukee, WI                        1987                                        Pick 'N Save

          01/10/05     Hobby Lobby                           2004           5,500,000             60,000  Hobby Lobby
                         Concord, NC

          01/19/05     Stanley Works/Mac Tools               2004          10,000,000             72,500  Mac Tools
                         Westerville, OH

          01/25/05     American Express                     1983 &         42,000,000            306,710  American Express
                         Markham, Ontario, Canada             1987

          01/28/05     Academy Sports                        2004           7,150,000             70,910  Academy Sports
                         San Antonio, TX

          02/01/05     Magnolia Square                       2004          19,113,739            116,079  Ross Dress for Less
                         Houma, LA                                                                        PETsMART
                                                                                                          Circuit City

          02/02/05     Cottage Plaza                       2004-2005       23,439,950             75,543  Stop 'N Shop
                         Pawtucket, RI

          02/09/05     The Village at Quail Springs        2003-2004       10,428,978            101,128  Gordmans
                         Oklahoma City, OK                                                                Best Buy

          02/11/05     Holliday Towne Center                 2003          14,827,645             83,122  Martin's
                         Duncansville, PA


                                       68




                                                             APPROXIMATE    GROSS LEASABLE
            DATE                                 YEAR      PURCHASE PRICE        AREA
          ACQUIRED            PROPERTY          BUILT            ($)           (SQ. FT.)          MAJOR TENANTS
          --------            --------          -----      --------------   ---------------       -------------
                                                                               
           02/18/05      Trenton Crossing        2003        29,212,209         221,019       Hobby Lobby
                           McAllen, TX                                                        Ross Dress for Less
                                                                                              Marshalls
                                                                                                          Bealls


The mortgage debt and financings obtained during the period January 1 to
February 28, 2005, are detailed in the table below.



            DATE                                                                          MATURITY     PRINCIPAL BORROWED
           FUNDED                MORTGAGE PAYABLE               ANNUAL INTEREST RATE        DATE               ($)
         ----------------------------------------------------------------------------------------------------------------
                                                                                                   
          01/05/05    Fairgrounds Plaza                                5.690%             02/01/33             15,982,376
                        Middletown, NY

          01/24/05    Hobby Lobby                                      5.115%             02/01/10              3,025,000
                        Concord, NC

          01/25/05    American Express                                4.2975%             02/01/15             25,380,000
                        Markham, Ontario, Canada

          01/28/05    Coram Plaza                                      4.550%             02/01/10             20,755,300
                        Coram, NY

          01/31/05    Low Country Village II                           5.130%             05/01/09              5,440,000
                        Bluffton, SC

          01/31/05    Irmo Station                                    5.1236%             02/01/10              7,085,000
                        Irmo, SC

          02/01/05    Evans Towne Centre                               4.670%             02/01/10              5,005,000
                        Evans, GA

          02/03/05    Magnolia Square                                  5.115%             03/01/10             10,265,000
                        Houma, LA

          02/04/05    Green's Corner                                   4.500%             02/11/10              7,022,366
                        Cumming, GA

          02/04/05    Newton Crossroads                                4.500%             02/11/10              5,547,622
                        Covington, GA

          02/04/05    Stilesboro Oaks                                  4.500%             02/11/10              6,951,971
                        Acworth, GA

          02/09/05    Five Forks                                       4.815%             02/11/10              4,482,500
                        Simpsonville, NC

          02/14/05    University Town Center                           4.430%             03/01/10              5,810,000
                        Tuscaloosa, AL

          02/14/05    Edgemont Town Center                             4.430%             03/01/10              8,600,000
                        Homewood, AL

          02/15/05    Southlake Town Square                            4.550%             03/11/10             70,570,880
                        Southlake, TX

          02/17/05    Midtown Center                                   4.460%             03/11/10             28,227,617
                        Milwaukee, WI

          02/17/05    McAllen Shopping Center                          5.060%             03/01/10              2,455,000
                        McAllen, TX


                                       69




            DATE                                                                          MATURITY     PRINCIPAL BORROWED
           FUNDED                MORTGAGE PAYABLE               ANNUAL INTEREST RATE        DATE               ($)
         ----------------------------------------------------------------------------------------------------------------
                                                                                                  
          02/18/05    Southlake Town Square II                         4.550%             03/11/10            10,429,120
                        Southlake, TX

          02/18/05    Mesa Fiesta                                      5.300%             02/01/10            23,500,000
                        Mesa, AZ

          02/24/05    Academy Sports                                   5.060%             03/01/10             3,933,000
                        San Antonio, TX

          02/25/05    The Village at Quail Springs                     5.060%             03/01/10             5,740,000
                        Oklahoma City, OK


We are obligated under earnout agreements to pay for certain tenant space in our
existing properties after the tenant moves into its space and begins paying
rent. During the period from January 1 to February 28, 2005, we funded earnouts
totaling $20,552,372 at seven of our existing properties.

We are currently considering acquiring nine properties for an estimated purchase
price of $226 million. Our decision to acquire each property will generally
depend upon no material adverse change occurring relating to the property, the
tenants or in the local economic conditions, and our receipt of satisfactory due
diligence information including appraisals, environmental reports and lease
information prior to purchasing the property.

During the period from January 1, 2005 to February 28, 2005, we entered into
rate lock agreements which lock interest rates from 4.47% to 4.69% for periods
from 30 days to 90 days on approximately $300 million in principal.

Inflation

For our multi-tenant shopping centers, inflation is likely to increase rental
income from leases to new tenants and lease renewals, subject to market
conditions. Our rental income and operating expenses for those properties owned,
or to be owned and operated under net leases, are not likely to be directly
affected by future inflation, since rents are or will be fixed under the leases
and property expenses are the responsibility of the tenants. The capital
appreciation of net leased properties is likely to be influenced by interest
rate fluctuations. To the extent that inflation determines interest rates,
future inflation may have an effect on the capital appreciation of net leased
properties. As of December 31, 2004, we owned 24 single-user net leased
properties.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We may be exposed to interest rate changes primarily as a result of long-term
debt used to maintain liquidity and fund capital expenditures and expansion of
our real estate investment portfolio and operations. Our interest rate risk
management objectives will be to limit the impact of interest rate changes on
earnings and cash flows and to lower its overall borrowing costs. To achieve our
objectives we will borrow primarily at fixed rates or variable rates with the
lowest margins available and in some cases, with the ability to convert variable
rates to fixed rates.

We may use derivative financial instruments to hedge exposures to changes in
interest rates on loans secured by our properties. To the extent we do, we are
exposed to credit risk and market risk. Credit risk is the failure of the
counterparty to perform under the terms of the derivative contract. When the
fair value of a derivative contract is positive, the counterparty owes us, which
creates credit risk for us. When the fair value of a derivative contract is
negative, we owe the counterparty and, therefore, it does not possess credit
risk. It is our policy to enter into these transactions with the same party
providing the financing, with the right of offset. In the alternative, we will
minimize the credit risk in derivative instruments by entering into transactions
with high-quality counterparties. Market risk is the adverse effect on the value
of a financial instrument that results from a change in interest rates. The
market risk associated with interest-rate contracts is managed by establishing
and monitoring parameters that limit the types and degree of market risk that
may be undertaken.

For the year ended December 31, 2004, we entered into treasury contracts with a
futures commission merchant with yields ranging from 3.27% to 3.85% for 5 year
treasury contracts and 4.00% to 4.63% for 10 year treasury contracts.

                                       70


On December 31, 2004, the treasury contracts had a liquidation value of $46,005
resulting in a loss of $3,666,894 for the year ended December 31, 2004. As these
treasury contracts are not offsetting future commitments and therefore do not
qualify as hedges, the net loss is recognized currently in earnings. To offset
the net loss recognized on the treasury contracts, we took advantage of the
lower treasury yields which caused the loss on the treasury contracts and
secured permanent financing in the amount of approximately $835,000,000 for
pending acquisitions.

With regard to variable rate financing, we assess interest rate cash flow risk
by continually identifying and monitoring changes in interest rate exposures
that may adversely impact expected future cash flows and by evaluating hedging
opportunities. We maintain risk management control systems to monitor interest
rate cash flow risk attributable to both of our outstanding or forecasted debt
obligations as well as our potential offsetting hedge positions. The risk
management control systems involve the use of analytical techniques, including
cash flow sensitivity analysis, to estimate the expected impact of changes in
interest rates on our future cash flows.

While this hedging strategy is intended to reduce our exposure to interest rate
fluctuations, the result may be a reduction in overall returns on your
investment.

The fair value of our debt approximates its carrying amount as of December 31,
2004.

Our interest rate risk is monitored using a variety of techniques. The table
below presents the principal amounts and weighted average interest rates by year
and expected maturity to evaluate the expected cash flows and sensitivity to
interest rate changes.



                                      2005           2006           2007           2008          2009        Thereafter
                                    --------       --------       --------       --------      --------     ------------
                                                                                           
Maturing debt
  Fixed rate debt
    (mortgage loans)                  920,574        981,221     57,906,321     47,322,706    960,152,489    568,462,316
  Variable rate debt
    (including note
    payable)                       15,672,533      1,212,575        637,533        637,533    111,635,533     17,572,335

Average interest rate on debt:
  Fixed rate debt                        5.91%          5.92%          4.50%          4.67%          4.70%          4.63%
  Variable rate debt                     4.23%          3.56%          4.75%          4.75%          3.25%          4.75%


We have $147,368,042 of debt (including note payable) bearing variable rate
interest averaging 3.55% as of December 31, 2004. An increase in the variable
interest rate on this debt constitutes a market risk. If interest rates increase
by 1%, based on debt outstanding as of December 31, 2004, interest expense
increases by $1,473,680 on an annual basis.

The table incorporates only those exposures that exist as of December 31, 2004.
It does not consider those exposures or positions that could arise after that
date. The information presented herein is merely an estimate and has limited
predictive value. As a result, the ultimate realized gain or loss with respect
to interest rate fluctuations will depend on the exposures that arise during the
period, our hedging strategies at that time, and future changes in the level of
interest rates.

                         SHARES ELIGIBLE FOR FUTURE SALE

INDEPENDENT DIRECTOR STOCK OPTION PLAN

THE DISCUSSION INCLUDED IN THIS SUBSECTION, WHICH STARTS ON PAGE 333 OUR
PROSPECTUS, IS SUPERCEDED IN THE ENTIRETY AND REPLACED BY THE FOLLOWING:

We have established an independent director stock option plan for the purpose of
attracting and retaining independent directors. See "Management--Independent
Director Stock Option Plan." We have issued in the aggregate options to purchase
17,500 shares of our common stock to our independent directors, at the exercise
price of $8.95 per share.

                                       71


One-third of the shares will be exercisable upon their grant. An additional
63,500 shares will be available for future option grants under the independent
director stock option plan. See "Management--Independent Director Stock Option
Plan" for additional information regarding the independent director stock option
plan. Rule 701 under the Securities Act provides that common stock acquired on
the exercise of outstanding options by affiliates may be resold by them subject
to all provisions of Rule 144 except its one-year minimum holding period. We
intend to register the common stock to be issued under the independent director
stock option plan in a registration statement or statements on SEC Form S-8 or
other appropriate form.

                     SUMMARY OF OUR ORGANIZATIONAL DOCUMENTS

THE DISCUSSION UNDER THIS HEADING, WHICH STARTS ON PAGE 335 OF OUR PROSPECTUS IS
MODIFIED TO ADD A THIRD PARAGRAPH AS FOLLOWS:

On February 10, 2005, our Board of Directors approved the second amended and
restated bylaws, which was effective as of that date. The bylaws were amended
and restated to include the right of the majority of outstanding shares having
the ability to vote to amend the articles, terminate our Company or remove any
member of our Board of Directors. The bylaws were additionally amended to not
allow any shares held by the business manager/advisor or the Board of Directors,
and any affiliates the right to vote or consent on matters submitted to the
shareholders regarding the removal of the business manager/advisor, Board of
Directors or any affiliate or any transaction between us and any of the above
referenced affiliated shareholders. The second amended and restated bylaws of
Inland Western Retail Real Estate Trust, Inc., is filed as an exhibit to the
registration statement of which this prospectus is a part and is incorporated
into this filing in its entirety.

                             STOCKHOLDERS' MEETINGS

Our board of directors has set the annual meeting of the stockholders to be held
on June 7, 2005, at 9:00 a.m., at our offices located at 2901 Butterfield Road,
Oak Brook, IL. The meeting will be for stockholders of record as of March 31,
2005.

                              PLAN OF DISTRIBUTION

THE THIRD PARAGRAPH, UNDER THE SECTION "GENERAL", WHICH STARTS ON PAGE 360 OF
OUR PROSPECTUS, HAS BEEN SUPERCEDED IN THE ENTIRETY TO READ AS FOLLOWS:

Our dealer manager is a wholly owned subsidiary of our sponsor, Inland Real
Estate Investment Corporation. Our dealer manager was also the dealer manager
for the offerings for Inland Real Estate Corporation and Inland Retail Real
Estate Trust, Inc., and will be the dealer manager for Inland American Real
Estate Trust, Inc. once the offering becomes effective. Inland Real Estate
Corporation raised approximately $696,827,000 in its offerings. Inland Retail
Real Estate Trust, Inc. raised approximately $2,262,000,000 in its offerings.
Inland American Real Estate Trust, Inc. filed a registration statement on Form
S-11 to register 500,000,000 shares of common stock and up to 40,000,000 shares
of their common stock for participants in their distribution reinvestment
program. The registration statement has not been declared effective by the
Securities and Exchange Commission, and there is no assurance when and if it
will be declared effective.

THE FOLLOWING NEW SUBSECTION IS INSERTED AT THE END OF THIS SECTION ON PAGE 360
OUR PROSPECTUS.

                                       72


UPDATE

The following table updates shares sold in our offering as of March 8, 2005:



                                                                                         Commission
                                                                          Gross           and fees            Net
                                                       Shares         proceeds ($)        ($) (1)         proceeds ($)
                                                     ------------------------------------------------------------------
                                                                                              
     From our advisor                                      20,000            200,000               -            200,000

     Our offering dated September 15, 2003:           249,973,479      2,499,654,805     262,046,663      2,237,608,142

     Our second offering dated December 21, 2004        9,349,213         93,492,135      12,109,791         81,382,344

     Shares sold pursuant to our distribution
       reinvestment program                             5,090,125         48,356,188               -         48,356,188

     Shares repurchased pursuant to our share
       repurchase program                                (152,203)        (1,407,877)              -         (1,407,877)
                                                     ------------------------------------------------------------------

                                                      264,280,614      2,640,295,251     274,156,454      2,366,138,797
                                                     ==================================================================


(1) Inland Securities Corporation serves as dealer manager of this offering and
is entitled to receive selling commissions and certain other fees, as discussed
further in our prospectus.

                                   LITIGATION

THE FOLLOWING NEW PARAGRAPH IS INSERTED AT THE END OF THIS SECTION ON PAGE 378
OF OUR PROSPECTUS.

We have received a subpoena from the New York office of the Securities and
Exchange Commission regarding an investigation of Carey Financial Corporation.
The information and documentation sought involves broker/dealer compensation in
the sales of stock. We are cooperating with this request for information and
documentation.

                     RELATIONSHIPS AND RELATED TRANSACTIONS

WE HAVE SUPERCEDED THE FOLLOWING DESCRIPTION LOCATED UNDER THE NONSUBORDINATED
PAYMENTS AT THE OPERATIONAL STAGE WITHIN THE TABULAR SUMMARY OF FEES AS
DISCUSSED WHICH STARTS ON PAGE 168 OF OUR PROSPECTUS IN THE ENTIRETY, TO READ AS
FOLLOWS:



TYPE OF COMPENSATION AND RECIPIENT                 METHOD OF COMPENSATION                         ESTIMATED MAXIMUM DOLLAR AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Property management fee paid to our          We will pay a monthly fee of 4.5% of the          For the year ended December 31,
property managers, Inland US Management      gross income from the properties. We              2004, and the period from March 5,
LLC, Inland Southwest Management LLC and     will also pay a monthly fee for any               2003 (inception) to December 31,
Inland Pacific Property Services LLC. We     extra services equal to no more than 90%          2003 we have incurred and paid
will pay the fee for services in             of that which would be payable to an              property management fees of
connection with the rental, leasing,         unrelated party providing the services.           $5,381,721 and $16,627, of which
operation and management of the              The property managers may subcontract             $5,381,721 and $16,627 were retained
properties                                   their duties for a fee that may be less           by Inland US Management LLC, Inland
                                             than the fee provided for in the                  Southwest Management LLC and Inland
                                             management                                        Pacific Property Services LLC. If we
                                                                                               acquire


                                       73



                                                                                       
                                             services agreements.                         the businesses of our business
                                                                                          manager/advisor and/or our property
                                                                                          managers, the property management fees
                                                                                          will cease. The actual amounts we will
                                                                                          incur in the future are dependent upon
                                                                                          results of operations and, therefore,
                                                                                          cannot be determined at the present
                                                                                          time.




                                     EXPERTS

The following financial statements have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing:

-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Shops at Park Place         of Darien Towne Center for the year
    for the year ended December 31,         ended December 31, 2002,
    2002,
-   the combined historical summary     -   the historical summary of gross
    of gross income and direct              income and direct operating expenses
    operating expenses of Properties        of Hickory Ridge for the year ended
    Acquired from Thomas Enterprises        December 31, 2003,
    for the year ended December 31,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of CorWest Plaza for the       of Metro Square Center (SuperValue)
    period from May 29, 2003 through        for the year ended December 31,
    December 31, 2003,                      2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Larkspur Landing for        of North Ranch Pavilion for the year
    the year ended December 31, 2003,       ended December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of La Plaza Del Norte          of MacArthur Crossing for the year
    for the year ended December 31,         ended December 31, 2003,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Promenade at Red            of Peoria Crossing for the year
    Cliff for the year ended December       ended December 31, 2003,
    31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Dorman Centre for the       of Heritage Towne Crossing for the
    year ended December 31, 2003,           year ended December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Paradise Valley             of Best on the Boulevard for the
    Marketplace for the year ended          year ended December 31, 2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Bluebonnet Parc for         of North Rivers Town Center for the
    the year ended December 31, 2003,       period of October 1, 2003
                                            (commencement of operations) to
                                            December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Arvada Marketplace          of Eastwood Town Center for the year
    and Connection for the year ended       ended December 31, 2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Watauga Pavilion for        of Northpointe Plaza for the year
    the period of August 15, 2003           ended December 31,



    (commencement of operations) to         2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Plaza Santa Fe II for       of Pine Ridge Plaza for the year
    the year ended December 31, 2003,       ended December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Huebner Oaks Center         of John's Creek Village for the
    for the year ended December 31,         period from September 21, 2003
    2003,                                   (commencement of operations) to
                                            December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Lakewood Town Center        of Fullerton Metrocenter for the
    for the year ended December 31,         year ended December 31, 2003,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Davis Towne Crossing        of Northgate North for the year
    for the period from July 18, 2003       ended December 31, 2003,
    (commencement of operations) to
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Cranberry Square for        of Gateway Plaza Shopping Center for
    the year ended December 31, 2003,       the year ended December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Safeway Plaza at            of Forks Town Center for the year
    Marysville for the year ended           ended December 31, 2003,
    December 31, 2003,
-   the combined historical summary     -   the historical summary of gross
    of gross income and direct              income and direct operating expenses
    operating expenses of the               of The Shops at Boardwalk for the
    Properties owned by Capital             period from May 30, 2003
    Centre, LLC, Gateway Village            (commencement of operations) to
    Limited Partnership, Bel Air            December 31, 2003,
    Square Joint Venture, Towson
    Circle Joint Venture LLP, and
    Reisterstown Plaza Holdings, LLC
    for the year ended December 31,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Manchester Meadows          of Governor's Marketplace for the
    for the year ended December 31,         year ended December 31, 2003,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Mitchell Ranch Plaza        of The Columns for the period from
    for the period from June 30, 2003       October 8, 2003 (commencement of
    (commencement of operations) to         operations) to December 31, 2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Saucon Valley Square        of Lincoln Park for the year ended
    for the year ended December 31,         December 31, 2003,
    2003,
-   the historical summary of gross     -   the combined historical summary of
    income and direct operating             gross income and direct operating
    expenses of Azalea Square               expenses of



    for the period from July 4, 2003        The Properties Acquired
    (commencement of operations) to         from Bayer Properties, Inc. for the
    December 31, 2003,                      year ended December 31, 2003,
-   the historical summary of gross     -   the combined historical summary of
    income and direct operating             gross income and direct operating
    expenses of Denton Crossing for         expenses of The Properties Acquired
    the period from August 11, 2003         from Donahue Schriber for the year
    (commencement of operations) to         ended December 31, 2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Gurnee Town Center          of Winchester Commons for the year
    for the year ended December 31,         ended December 31, 2003,
    2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Mansfield Town Center       of Fox Creek Village for the period
    for the period from July 23, 2003       from November 12, 2003 (commencement
    (commencement of operations) to         of operations) to December 31, 2003,
    December 31, 2003,
-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Gateway Pavilions for       of Northwoods Center for the year
    the period from February 15, 2003       ended December 31, 2003,
    (commencement of operations) to     -   the combined historical summary of
    December 31, 2003,                      gross income and direct operating
-   he consolidated balance sheet of        expenses of The Properties Acquired
    Inland Western Retail Real Estate       from Eastern Retail Holdings, LP for
    Trust, Inc. as of December 31,          the year ended December 31, 2003,
    2003 and the related consolidated   -   the historical summary of gross
    statements of operations,               income and direct operating expenses
    stockholders' equity and cash           of Southlake Town Square for the
    flows for the period from March         year ended December 31, 2003,
    5, 2003 (inception) through         -   and the historical summary of gross
    December 31, 2003 and related           income and direct operating expenses
    financial statement schedule,           of Oswego Commons for the year ended
                                            December 31, 2003.

The following financial statements have been included herein in reliance upon
the reports of KPMG LLP, independent registered public accounting firm,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing:

-   the historical summary of gross     -   the historical summary of gross
    income and direct operating             income and direct operating expenses
    expenses of Henry Town Center for       of Shoppes at Lake Andrew for the
    the year ended December 31, 2003,       year ended December 31, 2004,
-   the combined historical summary     -   the historical summary of gross
    of gross income and direct              income and direct operating expenses
    operating expenses of the               of Midtown Center for the year ended
    Properties Acquired from FFI            December 31, 2004,
    American Market Fund, L.P. for
    the year ended December 31, 2004,
-   the historical summary of gross     -   the combined historical summary of
    income and direct operating             gross income and direct operating
    expenses of Mesa Fiesta                 expenses of



    for the year ended December 31,         the Properties Acquired from Weber
    2004,                                   & Company for the year ended
                                            December 31, 2004,
-   the historical summary of gross     -   the consolidated balance sheets of
    income and direct operating             Inland Western Retail Real Estate
    expenses of Trenton Crossing for        Trust, Inc. as of December 31, 2004
    the year ended December 31, 2004,       and 2003 and the related
-   the combined historical summary         consolidated statements of
    of gross income and direct              operations, stockholders' equity and
    operating expenses of the               cash flows for the year ended
    Properties Acquired from Ceruzzi        December 31, 2004 and the period
    Holdings the year ended December        from March 5, 2003 (inception)
    31, 2004,                               through December 31, 2003 and
                                            related financial statement
                                            schedule, management's assessment of
                                            the effectiveness of internal
                                            control over financial reporting as
                                            of December 31, 2004 and the
                                            effectiveness of internal control
                                            over financial reporting as of
                                            December 31, 2004, which reports
                                            appear in the December 31, 2004,
                                        -   and the historical summary of gross
                                            income and direct operating expenses
                                            of the Stateline Station for the
                                            year ended December 31, 2004.


                                   APPENDIX A
                            PRIOR PERFORMANCE TABLES

The following prior performance tables contain information concerning real
estate programs sponsored by affiliates of our advisor which have investment
objectives similar to ours. This information has been summarized in narrative
form under "Prior Performance of Our Affiliates" in the prospectus. The tables
provide information on the performance of a number of programs. You can use the
information to evaluate the experience of our advisor's affiliates as sponsors
of the programs. The inclusion of these tables does not imply that we will make
investments comparable to those reflected in the tables or that investors in our
shares will experience returns comparable to those experienced in the programs
referred to in these tables. If you purchase our shares, you will not acquire
any ownership in any of the programs to which these tables relate. The tables
consist of:


                       
        Table I           Experience in Raising and Investing Funds

        Table II          Compensation to IREIC and Affiliates

        Table III         Operating Results of Prior Programs

        Table IV          Results of Completed Programs

        Table V           Sales or Disposals of Properties

        Table VI          Acquisition of Properties by Programs*


* Our prospective investors may obtain copies of Table VI by contacting Inland
Western Retail Real Estate Advisory Services, Inc., our advisor.

Table VI is included in Part II of the Post Effective Amendment No. 1 to Form
S-11 Registration Statement filed with the Securities and Exchange Commission on
March 16, 2005. Upon written request to us or our advisor, any prospective
investor may obtain, without charge, a copy of Table VI. See also "Where You Can
Find More Information" for information on examining at, or obtaining copies
from, offices of the SEC.

Upon written request, any potential investor may obtain, without charge, the
most recent annual report on Form 10-K filed with the SEC by any public program
sponsored by any of the Inland's affiliated companies which has reported to the
SEC within the last 24 months. For a reasonable fee, the affiliated companies
will provide copies of any exhibits to such annual reports upon request.

Our investment objectives are to: (i) provide regular distributions to
stockholders in amounts which may exceed our taxable income due to the non-cash
nature of depreciation expense and, to such extent, will constitute a tax-
deferred return of capital, but in no event less than 90% of our taxable income,
pursuant to the REIT requirements; (ii) provide a hedge against inflation by
entering into leases which contain clauses for scheduled rent escalations or
participation in the growth of tenant sales, permitting us to increase
distributions and provide capital appreciation; and (iii) preserve stockholders'
capital.

The following programs have investment objectives similar to ours and are
included in the tables. Inland Retail Real Estate Trust, Inc. or IRRETI and
Inland Real Estate Corporation or IREC are two REITs formed primarily to invest
in multi-tenant shopping centers, Inland's Monthly Income Fund, L.P. and Inland
Monthly Income Fund II, L.P. are public real estate limited partnerships formed
primarily to acquire, operate and sell existing residential and commercial real
properties. Inland Mortgage Investors Fund, L.P., Inland Mortgage Investors
Fund-II, L.P. and Inland Mortgage Investors Fund III, L.P. were public real
estate limited partnerships formed primarily to make or acquire loans secured by
mortgages on improved, income producing multifamily residential properties.

                                       A-1


                                     TABLE I

                    EXPERIENCE IN RAISING AND INVESTING FUNDS
                                 (000's omitted)

Table I is intended to present information on a dollar and percentage basis
showing the experience of Inland Real Estate Investment Corporation ("IREIC"),
of which the Advisor is a wholly owned subsidiary, in raising and investing
funds in prior programs where the offering closed in the three years prior to
December 31, 2003. The table is intended to focus on the dollar amount available
for investment in properties expressed as a percentage of total dollars raised.
Inland Retail Real Estate Trust, Inc. is the only program that closed in the
three years ended December 31, 2003.



                                                                                        Inland Retail
                                                                                         Real Estate
                                                                                         Trust, Inc.
                                                                                       ----------------
                                                                                          1 Program
                                                                                       ----------------
                                                                                                       
Dollar amount offered (A)                                                              $      2,500,000
Dollar amount raised (B)                                                                      2,223,010      100.00%
Less offering expenses:
  Syndication fees (C)                                                                          194,194        8.74
  Other fees (D)                                                                                 20,861         .94
  Organizational fees                                                                                 -           -
Reserves (E)                                                                                     22,230        1.00
                                                                                       ----------------------------

Available for investment                                                               $      1,985,725       89.32%
                                                                                       ============================
Acquisition costs:
  Cash down payments                                                                   $      1,340,382
  Repayment of indebtedness                                                                     543,206
  Investment in securities                                                                        8,052
                                                                                       ----------------
    Total acquisition costs                                                            $      1,891,640
                                                                                       ================

Percent leverage                                                                                                 53%
Date offerings commenced                                                                                      (F)
Length of offering                                                                                            (F)
Months to invest 90% of amount available for investment (measured from
  beginning of offering)                                                                                      (F)


                                       A-2


                               TABLE I-(Continued)

                  EXPERIENCE IN RAISING AND INVESTING FUNDS (A)

                                NOTES TO TABLE I

(A)  This amount does not reflect shares offered for distribution to
     stockholders participating in Inland Retail Real Estate Trust Inc.'s
     distribution reinvestment program.

(B)  These figures are cumulative and are as of December 31, 2003. The dollar
     amount raised represents the cash proceeds collected by the program,
     including shares sold pursuant to our distribution reinvestment program and
     net of shares repurchased pursuant to our share repurchase program.

(C)  Syndication fees are paid by the program to an affiliate, Inland Securities
     Corporation, or unaffiliated third parties commissions for the sale of
     shares. All of these syndication fees were used to pay commissions and
     expenses of the offerings.

(D)  Other fees are paid by the program to unaffiliated parties and consist
     principally of printing, selling and registration costs related to the
     offering.

(E)  Generally, a working capital reserve is established to fund property
     upgrades and future cash flow deficits, if any, among other things.

(F)  On February 11, 1999, the program commenced an initial public offering, on
     a best effort basis, of 50,000,000 shares of common stock at $10.00 per
     share. On February 1, 2001, the program commenced an offering of an
     additional 50,000,000 shares at $10.00 per share, on a best efforts basis.
     On June 7, 2002, the program commenced an offering of an additional
     150,000,000 shares at $10.00 per share, on a best efforts basis. As of
     December 31, 2003, substantially all proceeds available for investment from
     the offerings were invested in real properties.

                                       A-3


                                    TABLE II

                    COMPENSATION TO IREIC AND AFFILIATES (A)
                                 (000'S OMITTED)

Table II summarizes the amount and type of compensation paid to Inland Real
Estate Investment Corporation and its affiliates during the three years ended
December 31, 2003 in connection with the prior programs.

Some partnerships acquired their properties from affiliates of our advisor which
had purchased such properties from unaffiliated third parties.



                                                                                                  Inland's           Inland
                                                            Inland Retail      Inland Real        Monthly            Monthly
                                                             Real Estate          Estate           Income            Income
                                                             Trust, Inc.       Corporation       Fund, L.P.      Fund II, L. P.
                                                           ---------------------------------------------------------------------
                                                                                                            
Date offering commenced                                           02/11/99          10/14/94         08/03/87           08/04/88
Dollar amount raised                                       $     2,223,010           686,602           30,000             25,324
                                                           =====================================================================

Total amounts paid to general partner or affiliates
  from proceeds of offerings:
  Selling commissions and underwriting fees                        194,194(C)         49,869(C)           273(B)             423(B)
  Other offering expenses (D)                                        2,762             2,350              116                230
  Acquisition cost and expense                                       1,725               925            2,550(E)           1,706(E)
                                                           =====================================================================

Dollar amount of cash available from operations
  before deducting payments to general partner or
  affiliates (F)                                                   264,442           217,142            4,522              3,505
                                                           =====================================================================

Amounts paid to general partner or affiliates
  related to operations: (J)
  Property management fees (G)                                      19,526                 0               52                 49
  Advisor asset management fee                                      20,824                 0                0                  0
  Accounting services                                                    0                 0               52                 49
  Data processing service                                                0                 0               25                 24
  Legal services                                                         0                 0               15                 10
  Professional services                                                162                 0                0                  0
  Mortgage servicing fees                                              495                 0                0                  0
  Acquisition costs expensed                                           309                 0                0                  0
  Other administrative services                                      3,303                 0               69                 51

Dollar amount of property sales and refinancings
  before payments to general partner and affiliates (H):
  Cash                                                                   0            22,978               34                  0
  Notes                                                                  0                 0                0                  0

Dollar amounts paid or payable to general partner or
  affiliates from sales and refinancings (I):
  Sales commissions                                                      0                 0                0                  0
  Participation in cash distributions                                    0                 0                0                  0


                                       A-4


                                    TABLE II

                    COMPENSATION TO IREIC AND AFFILIATES (A)

                                NOTES TO TABLE II

(A)  The figures in this Table II relating to proceeds of the offerings are
     cumulative and are as of December 31, 2003 and the figures relating to cash
     available from operations are for the three years ending December 31, 2003.
     The dollar amount raised represents the cash proceeds collected by the
     partnerships or program. Amounts paid or payable to IREIC or affiliates
     from proceeds of the offerings represent payments made or to be made to
     IREIC and affiliates from investor capital contributions.

(B)  The selling commissions paid to an affiliate is net of amounts which were
     in turn paid to third party soliciting dealers.

(C)  The selling commissions paid to an affiliate includes amounts which were in
     turn paid to third party soliciting dealers.

(D)  Consists of legal, accounting, printing and other offering expenses,
     including amounts to be paid to Inland Securities Corporation to be used as
     incentive compensation to its regional marketing representatives and
     amounts for reimbursement of the general partner for marketing, salaries
     and direct expenses of its employees while directly engaged in registering
     and marketing the Units and other marketing and organization expenses.

(E)  Represents acquisition fees paid to IREIC and its affiliates in connection
     with the acquisition of properties.

(F)  See Note (B) to Table III.

(G)  An affiliate provides property management services for all properties
     acquired by the partnerships or program. Management fees have not exceeded
     4.5% of the gross receipts from the properties managed.

(H)  See Table V and Notes thereto regarding sales and disposals of properties.

(I)  Real estate sales commissions and participations in cash distributions are
     paid or payable to IREIC and/or its affiliates in connection with the sales
     of properties in the public partnership programs. Payments of all amounts
     shown are subordinated to the receipt by the limited partners of their
     original capital investment. See Table V and Notes thereto.

(J)  On July 1, 2000, IREC completed the acquisition of Inland Real Estate
     Advisory Services, Inc., the former advisor, and Inland Commercial Property
     Management, Inc., the former property manager (the "Merger"). Each of these
     entities was merged into subsidiaries that are wholly owned by IREC. As a
     result of the merger, IREC is now "self-administered." IREC no longer pays
     advisory or property management fees or other expenses to affiliates but
     instead has hired an internal staff to perform these tasks.

                                       A-5


                                    TABLE III

                       OPERATING RESULTS OF PRIOR PROGRAMS

Table III presents operating results for programs, the offerings of which closed
during each of the five years ended December 31, 2003. The operating results
consist of:

     -    The components of taxable income (loss);
     -    Taxable income or loss from operations and property sales;
     -    Cash available and source, before and after cash distributions to
          investors; and
     -    Tax and distribution data per $1,000 invested.

Based on the following termination dates of the offerings, only IRRETI is
included in Table III.

     -    Inland's Monthly Income Fund, L.P. - offering terminated in 1988
     -    Inland Monthly Income Fund II, L.P. - offering terminated in 1990
     -    Inland Mortgage Investors Fund, L.P. - offering terminated in 1987
     -    Inland Mortgage Investors Fund - II, L.P. - offering terminated in
          1988
     -    Inland Mortgage Investors Fund III, L.P. - offering terminated in 1991
     -    Inland Real Estate Corporation - offering terminated in 1998

                                       A-6


                                    TABLE III

                       OPERATING RESULTS OF PRIOR PROGRAMS
        (000'S OMITTED, EXCEPT FOR AMOUNTS PRESENTED PER $1,000 INVESTED)

                      INLAND RETAIL REAL ESTATE TRUST INC.



                                                    2003          2002          2001          2000          1999
                                                --------------------------------------------------------------------
                                                                                                
Gross revenues                                  $    317,828       116,011        37,755        22,124         6,030
Profit on sale of properties                               0             0             0             0             0

Less:
  Operating expenses                                  78,568        27,614        10,178         6,279         1,872
  Interest expense                                    62,349        23,508         9,712         8,127         2,368
  Program expenses                                    22,069         7,998         1,219           905           369
  Depreciation & amortization                         85,006        29,395         8,653         4,752         1,253
                                                --------------------------------------------------------------------

Net income (loss)-GAAP basis                    $     69,836        27,496         7,993         2,061           168
                                                ====================================================================

Taxable income (loss) (A):                                 0             0             0             0             0
                                                ====================================================================

Cash available (deficiency) from
  operations (B)                                     147,403        55,250        17,170         5,366         2,538
Cash available from sales (C)                            828             0             0             0             0
                                                --------------------------------------------------------------------
Total cash available before                          148,231        55,250        17,170         5,366         2,538
  distributions and special items

Less distributions to investors:
  From operations                                    152,888        52,156        15,963         6,099         1,065
  From sales and refinancings                              0             0             0             0             0
                                                --------------------------------------------------------------------

Cash available after distributions
  before special items                               (4,657)         3,094         1,207          (733)        1,473

Special items:                                             0             0             0             0             0
                                                --------------------------------------------------------------------
Cash available after distributions and          $     (4,657)        3,094         1,207          (733)        1,473
special items
                                                ====================================================================

Tax data per $1,000 invested (A):                          0             0             0             0             0

Distribution data per $1,000 invested:

Cash distributions to investors:
  Source (on GAAP basis):
    Investment income                                    .83           .83           .81           .77           .72
  Source (on cash basis):
    Sales                                                  0             0             0             0             0
    Operations (D)                                       .83           .83           .81           .77           .72

Percent of properties remaining unsold                   100%
                                                ============


                                       A-7


                             TABLE III--(CONTINUED)

                       OPERATING RESULTS OF PRIOR PROGRAMS

                               NOTES TO TABLE III

(A)  IRRETI qualified as real estate investment trusts ("REITs") under the
     Internal Revenue Code for federal income tax purposes. Since it qualified
     for taxation as a REIT, it generally will not be subject to federal income
     tax to the extent it distributes its REIT taxable income to its
     stockholders. If IRRETI fails to qualify as a REIT in any taxable year, it
     will be subject to federal income tax on its taxable income at regular
     corporate tax rates. However, even if the program qualifies for taxation as
     a REIT, it may be subject to certain state and local taxes on its income
     and property and federal income and excise taxes on its undistributed
     income.

(B)  "Cash Available (Deficiency) from Operations," represents all cash revenues
     and funds received by the programs, including but not limited to operating
     income less operating expenses, and interest income. These amounts do not
     include payments made by the programs from offering proceeds nor do they
     include proceeds from sales or refinancings. These amounts also exclude
     advances from or repayments to IREIC and affiliates which are disclosed
     elsewhere in the table and include principal payments on long-term debt.
     For example:



                                          Inland Retail Real Estate Trust Inc.
                                                     (000's omitted)
                                     2003       2002       2001      2000       1999
                                  ----------------------------------------------------
                                                                  
Net cash provided by
  operating activities per
  the Form 10-K annual
  report                          $ 149,081     55,594    17,427      5,604      2,648
Principal payments on
  long-term debt                     (1,678)      (344)     (257)      (238)      (110)
                                  ----------------------------------------------------

                                  $ 147,403     55,250    17,170      5,366      2,538
                                  ====================================================


(C)  See Table V and Notes thereto regarding sales and disposals of properties.

                                       A-8


                             TABLE III--(CONTINUED)

                       OPERATING RESULTS OF PRIOR PROGRAMS

                               NOTES TO TABLE III

(D)  Distributions by a REIT to the extent of its current and accumulated
     earnings and profits for federal income tax purposes are taxable to
     stockholders as ordinary income. Distributions in excess of these earnings
     and profits generally are treated as a non-taxable reduction of the
     stockholder's basis in the shares to the extent thereof, and thereafter as
     taxable gain (a return of capital). These distributions in excess of
     earnings and profits will have the effect of deferring taxation of the
     amount of the distribution until the sale of the stockholder's shares.



                                                Inland Retail Real Estate Trust, Inc.
                                           2003      2002       2001      2000       1999
                                         ---------------------------------------------------
                                                                       
% of Distribution representing:
  Ordinary income                           60.85      62.65     60.49      54.55      22.23
  Return of Capital                         39.15      37.35     39.51      45.45      77.77
                                         ---------------------------------------------------

                                           100.00     100.00    100.00     100.00     100.00
                                         ===================================================


                                       A-9


                                    TABLE IV

                          RESULTS OF COMPLETED PROGRAMS

        (000'S OMITTED, EXCEPT FOR AMOUNTS PRESENTED PER $1,000 INVESTED)

Table IV is a summary of operating and disposition results of prior programs
sponsored by affiliates of our advisor, which during the five years ended prior
to December 31, 2003 have sold their properties and either hold notes with
respect to such sales or have liquidated. One program with investment objectives
similar to ours disposed of all of its properties during the five years ended
prior to December 31, 2003.



                                                         Inland Mortgage
Program Name                                           Investors Fund, L.P.
----------------------------------------------------------------------------
                                                                   
Dollar amount raised                                                  10,065
Number of properties/loans purchased                                      15
Date of closing of offering                                            02/87
Date of first sale of property                                         12/88
Date of final sale of property                                         03/99

Tax and distribution data per $1,000 invested (A):
  Federal income tax results:
    Ordinary income (loss):
      Operations                                                         547
      Recapture                                                            0

    Capital Gain                                                          30

    Deferred Gain:
      Capital                                                              0
      Ordinary                                                             0

    Cash distributions to investors (cash basis):

    Source (on GAAP basis)
      Investment income                                                  624
      Return of capital                                                  745

    Source (on cash basis)
      Sales                                                              745
      Operations                                                         624


(A)  Data per $1,000 invested is presented as of December 31, 2003. See Table V
     and Notes thereto regarding sales and disposals of properties.

                                      A-10


                                     TABLE V

                        SALES OR DISPOSALS OF PROPERTIES

Table V presents information on the results of the sale or disposals of
properties in programs with investment objectives similar to ours during the
three years ended December 31, 2003. Since January 1, 2001, programs sponsored
by affiliates of our advisor had seven sales transactions. The table provides
certain information to evaluate property performance over the holding period
such as:

     -    Sales proceeds received by the partnerships in the form of cash down
          payments at the time of sale after expenses of sale and secured notes
          received at sale;

     -    Cash invested in properties;

     -    Cash flow (deficiency) generated by the property;

     -    Taxable gain (ordinary and total); and

     -    Terms of notes received at sale.

                                      A-11


                               TABLE V (CONTINUED)

                      SALES OR DISPOSALS OF PROPERTIES (A)
                                 (000'S OMITTED)



                                                          Cash       Selling
                                                        Received,  Commissions
                                                         net of      Paid or       Mortgage
                                 Date      Date of      Closing     Payable to    at Time of
                               Acquired      Sale       Costs(B)     Inland         Sale
--------------------------------------------------------------------------------------------
                                                                        
IREC - Lincoln Park Place      01/24/97    04/17/01        1,314             0         1,050
IREC - Antioch Plaza           12/95       03/28/02          943             0           875
IREC - Shorecrest Plaza        07/97       06/12/02        3,107             0         2,978
IREC - Popeye's                06/97       04/08/03          343             0             0
IREC - Summit of Park Ridge    12/96       12/24/03        3,578             0         1,600
IREC - Eagle Country Market    11/97       12/24/03        5,182             0         1,450
IREC - Eagle Ridge Center      04/99       12/30/03        3,185             0         3,000


                                              Adjust.
                                Secured      Resulting
                                 Notes         from           Net      Original     Partnership
                                Received    Application     Selling    Mortgage       Capital
                                at Sale       of GAAP        Price     Financing    Invested (C)    Total
---------------------------------------------------------------------------------------------------------
                                                                                  
IREC - Lincoln Park Place              0              0       2,364            0          1,897     1,897
IREC - Antioch Plaza                   0              0       1,818          875            753     1,628
IREC - Shorecrest Plaza                0              0       6,085        2,978          2,947     5,925
IREC - Popeye's                        0              0         343            0            346       346
IREC - Summit of Park Ridge            0              0       5,178            0          5,181     5,181
IREC - Eagle Country Market            0              0       6,632            0          6,635     6,635
IREC - Eagle Ridge Center              0              0       6,185            0          6,187     6,187




                                 Excess (deficiency) of        Amount of
                                  property operating       subsidies included   Total Taxable
                                cash receipts over cash    in operating cash     Gain (loss)      Ordinary Income      Capital
                                  expenditures (D)           receipts             from Sale          from Sale       Gain (loss)
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
IREC - Lincoln Park Place                        218                        0             467                   0            467
IREC - Antioch Plaza                             130                        0               0(E)                0              0
IREC - Shorecrest Plaza                        1,556                        0               0(E)                0              0
IREC - Popeye's                                  241                        0               3                   0              3
IREC - Summit of Park Ridge                    1,399                        0               0(E)                0              0
IREC - Eagle Country Market                    1,290                        0               0(E)                0              0
IREC - Eagle Ridge Center                      1,441                        0               0(E)                0              0


                                      A-12


                              TABLE V - (CONTINUED)

                        SALES OR DISPOSALS OF PROPERTIES

                                NOTES TO TABLE V

(A)  The table includes all sales of properties by the programs with investment
     objectives similar to ours during the three years ended December 31, 2003.
     All sales have been made to parties unaffiliated with the partnerships.

(B)  Consists of cash payments received from the buyers and the assumption of
     certain liabilities by the buyers at the date of sale, less expenses of
     sale.

(C)  Amounts represent the dollar amount raised from the offerings, less sales
     commissions and other offering expenses plus additional costs incurred on
     the development of the land parcels.

(D)  Represents "Cash Available (Deficiency) from Operations (including
     subsidies)" as adjusted for applicable "Fixed Asset Additions" through the
     year of sale.

(E)  For tax purposes, this sale qualified as part of a tax-deferred exchange.
     As a result, no taxable gain will be recognized until the replacement
     property is disposed of in a subsequent taxable transaction.

                                      A-13


                          INDEX TO FINANCIAL STATEMENTS



                                                                                                               PAGE
                                                                                                            
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

Reports of Independent Registered Public Accounting Firm                                                       F-1

Consolidated Balance Sheets at December 31, 2004 and 2003                                                      F-3

Consolidated Statements of Operations for the year ended December 31, 2004 and                                 F-5
  the period from March 5, 2003 (inception) through December 31, 2003

Consolidated Statement of Stockholders' Equity for the year ended December 31, 2004 and for the                F-6
  period from March 5, 2003 (inception) to December 31, 2003

Consolidated Statements of Cash Flows for the year ended December 31, 2004 and                                 F-7
  the period from March 5, 2003 (inception) to December 31, 2003

Notes to Consolidated Financial Statements                                                                     F-9

Real Estate and Accumulated Depreciation (Schedule III)                                                        F-28

Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2004                                          F-35

Notes to Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2004                                 F-37

Pro Forma Consolidated Statement of Operations (unaudited) for the year ended December 31, 2004                F-39

Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the year ended December 31, 2004       F-41

HENRY TOWN CENTER:

(a)  Independent Auditors' Report                                                                              F-46

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the                                  F-47
     year ended December 31, 2003 and the nine months ended September 30,
     2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating                                      F-48
     Expenses for the year ended December 31, 2003 and the nine months
     ended September 30, 2004 (unaudited)

THE PROPERTIES ACQUIRED FROM CERUZZI HOLDINGS:

(a)  Independent Auditors' Report                                                                              F-50

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended              F-51
     December 31, 2004

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the            F-52
     year ended December 31, 2004

PROPERTIES ACQUIRED FROM FFI AMERICAN MARKET FUND, L.P.:

(a)  Independent Auditors' Report                                                                              F-54

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended              F-55
     December 31, 2004


                                       F-i




                                                                                                               PAGE
                                                                                                            
(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the            F-56
     year ended December 31, 2004

SHOPPES AT LAKE ANDREW:

(a)  Independent Auditors' Report                                                                              F-58

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-59
     2004

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-60
     December 31, 2004

MESA FIESTA:

(a)  Independent Auditors' Report                                                                              F-62

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-63
     2004

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-64
     December 31, 2004

MIDTOWN CENTER:

(a)  Independent Auditors' Report                                                                              F-66

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-67
     2004

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-68
     December 31, 2004

TRENTON CROSSING:

(a)  Independent Auditors' Report                                                                              F-70

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-71
     2004

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-72
     December 31, 2004

PROPERTIES ACQUIRED FROM WEBER & COMPANY:

(a)  Independent Auditors' Report                                                                              F-74

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended              F-75
     December 31, 2004

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the            F-76
     year ended December 31, 2004


                                      F-ii



                                                                                                            
STATELINE STATION:

(a)  Independent Auditors' Report                                                                              F-78

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-79
     2004

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-80
     December 31, 2004

MCALLEN SHOPPING CENTER:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended                       F-82
     December 31, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year                F-83
     ended December 31, 2004 (unaudited)

23RD STREET PLAZA:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2004     F-84
     (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-85
     December 31, 2004 (unaudited)

PHENIX CROSSING:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from July 1, 2004         F-86
     (commencement of operations) through December 31, 2004 (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses                             F-87
     for the period from July 1, 2004 (commencement of operations) through
     December 31, 2004 (unaudited)

MAGNOLIA SQUARE:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from February 1, 2004     F-88
     (commencement of operations) through December 31, 2004 (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses                             F-89
     for the period from February 1, 2004 (commencement of operations) through
     December 31, 2004 (unaudited)

COTTAGE PLAZA:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from November 1, 2004     F-90
     (commencement of operations) through December 31, 2004 (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses                             F-91
     for the period from November 1, 2004 (commencement of operations) through
     December 31, 2004 (unaudited)

VILLAGE AT QUAIL SPRINGS:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2004     F-92
     (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-93
     December 31, 2004 (unaudited)


                                      F-iii



                                                                                                            
HOLLIDAY TOWN CENTER:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2004     F-94
     (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-95
     December 31, 2004 (unaudited)

HIGH RIDGE CROSSING:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from May 17, 2004         F-96
     (commencement of operations) through December 31, 2004 (unaudited)
     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses                             F-97
     for the period from May 17, 2004 (commencement of operations) through
     December 31, 2004 (unaudited)


                                      F-iv


             Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Inland Western Retail Real Estate Trust, Inc.:

We have audited the accompanying consolidated balance sheets of Inland Western
Retail Real Estate Trust, Inc. as of December 31, 2004 and 2003, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 2004 and the period from March 5, 2003 (inception)
to December 31, 2003. In connection with our audit of the consolidated financial
statements, we also have audited the financial statement schedule III. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Inland Western
Retail Real Estate Trust, Inc. as of December 31, 2004 and 2003, and the results
of their operations and their cash flows for the year ended December 31, 2004
and the period from March 5, 2003 (inception) to December 31, 2003, in
conformity with U.S. generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Inland Western
Retail Real Estate Trust, Inc.'s internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 3, 2005 expressed an unqualified
opinion on management's assessment of, and the effective operation of, internal
control over financial reporting.

KPMG LLP


Chicago, Illinois
March 3, 2005

                                       F-1


             Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Inland Western Retail Real Estate Trust, Inc.:

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Inland
Western Retail Real Estate Trust, Inc. maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that Inland Western Retail Real Estate
Trust, Inc. maintained effective internal control over financial reporting as of
December 31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also, in our
opinion, Inland Western Retail Real Estate Inc. maintained, in all material
respects, effective internal control over financial reporting as of December 31,
2004, based on criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
Inland Western Retail Real Estate Trust, Inc. as of December 31, 2004 and 2003,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 2004 and the period from March 3,
2003 (inception) to December 31, 2003, and our report dated March 3, 2005
expressed an unqualified opinion on those consolidated financial statements. In
connection with our audit of the consolidated financial statements, we also have
audited the financial statement schedule III.

KPMG LLP

Chicago, Illinois
March 3, 2005

                                       F-2


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

                                     ASSETS



                                                                       December 31,               December 31,
                                                                           2004                       2003
                                                                    ------------------         ------------------
                                                                                         
Investment properties:
  Land                                                              $          575,032         $           36,280
  Building and other improvements                                            2,654,585                     86,440
                                                                    ------------------         ------------------

                                                                             3,229,617                    122,720
  Less accumulated depreciation                                                (36,290)                      (141)
                                                                    ------------------         ------------------

Net investment properties                                                    3,193,327                    122,579

Cash and cash equivalents (including cash held by management
  company of $8,574 and $239 as of December 31, 2004
  and 2003, respectively)                                                      241,224                     64,381
Restricted cash (Note 2)                                                        65,923                          -
Restricted escrows (Note 2)                                                     17,105                          -
Investment in marketable securities and treasury contracts                       1,287                          -
Investment in unconsolidated joint ventures (Note 9)                            75,261                          -
Accounts and rents receivable (net of allowance of $346 and
  $0 as of December 31, 2004 and 2003, respectively)                            19,962                      1,148
Due from affiliates (Note 3)                                                       654                        919
Note receivable (Note 6)                                                        31,772                      7,552
Acquired in-place lease intangibles and customer
  relationship value (net of accumulated amortization of $9,976
  and $52 as of December 31, 2004 and 2003, respectively)                      240,116                      8,754
Acquired above market lease intangibles (net of   accumulated
  amortization of $3,124 and $5 as of December 31, 2004 and
  2003, respectively)                                                           40,774                      1,590
Loan fees, leasing fees and loan fee deposits (net of
  accumulated amortization of $755 and $25 as of December
  31, 2004 and 2003, respectively)                                              19,472                      3,998
Other assets                                                                     8,939                      1,181
                                                                    ------------------         ------------------

Total assets                                                        $        3,955,816         $          212,102
                                                                    ==================         ==================


           See accompanying notes to consolidated financial statements

                                       F-3


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           CONSOLIDATED BALANCE SHEETS
                                   (continued)
                             (Amounts in thousands)

                      LIABILITIES AND STOCKHOLDER'S EQUITY



                                                                                 December 31,              December 31,
                                                                                     2004                      2003
                                                                              ------------------       -------------------
                                                                                                 
Liabilities:
Mortgages and notes payable (Note 7)                                          $        1,783,114       $            29,627
Accounts payable                                                                           1,692                       150
Accrued offering costs due to affiliates                                                   2,880                     1,369
Accrued interest payable                                                                   4,306                         -
Tenants improvements payable                                                               5,096                         5
Accrued real estate taxes                                                                  4,254                     1,392
Distributions payable                                                                     11,378                       928
Security deposits                                                                          3,679                       108
Line of credit (Note 8)                                                                        -                     5,000
Prepaid rental income and other liabilities                                                7,765                       179
Advances from sponsor (Note 3)                                                             3,523                     1,203
Acquired below market lease intangibles (net of accumulated
  amortization of $4,718 and $15 as of December 31, 2004 and 2003,
  respectively)                                                                           85,986                     5,910
Restricted cash liability (Note 2)                                                        65,923                         -
Due to affiliates                                                                            957                     2,502
                                                                              ------------------       -------------------

Total liabilities                                                                      1,980,553                    48,373
                                                                              ------------------       -------------------

Minority interests                                                                        89,537                         -

Stockholders' equity:
Preferred stock, $.001 par value, 10,000 shares authorized, none
  outstanding                                                                                  -                         -
Common stock, $.001 par value, 250,000 shares authorized, 217,458
  and 18,737 shares issued and outstanding as of December 31, 2004 and
  2003, respectively                                                                         217                        19
Additional paid in capital (net of offering costs of $234,014 and
  $22,145 as of December 31, 2004 and 2003, respectively, of which
  $175,509 and $16,860 was paid or accrued to affiliates as of
  December 31, 2004 and 2003, respectively)                                            1,940,018                   165,169
Accumulated distributions in excess of net income (loss)                                 (54,750)                   (1,459)
Accumulated other comprehensive income                                                       241                         -
                                                                              ------------------       -------------------

Total stockholders' equity                                                             1,885,726                   163,729
                                                                              ------------------       -------------------

Commitments and contingencies (Note 12)
Total liabilities and stockholders' equity                                    $        3,955,816       $           212,102
                                                                              ==================       ===================


           See accompanying notes to consolidated financial statements

                                       F-4


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share amounts)



                                                                                                           Period from March 5,
                                                                                                             2003 (inception)
                                                                                   Year Ended                     through
                                                                                December 31, 2004            December 31, 2003
                                                                             ----------------------       ----------------------
                                                                                                    
Income:
  Rental income                                                              $              106,425       $                  607
  Tenant recovery income                                                                     23,155                          138
  Other property income                                                                         825                            -
                                                                             ----------------------       ----------------------

Total income                                                                                130,405                          745
                                                                             ----------------------       ----------------------

Expenses:
  General and administrative expenses to affiliates                                           1,852                          177
  General and administrative expenses to non-affiliates                                       3,005                          283
  Property operating expenses to affiliates                                                   5,382                           16
  Property operating expenses to non-affiliates                                              14,064                           31
  Real estate taxes                                                                          13,076                           96
  Depreciation and amortization                                                              47,973                          217
                                                                             ----------------------       ----------------------

Total expenses                                                                               85,352                          820
                                                                             ----------------------       ----------------------

Operating income (loss)                                                      $               45,053                          (75)
                                                                             ----------------------       ----------------------

Other income                                                                                  3,681                           38
Interest expense                                                                            (33,175)                        (136)
Realized loss on sale of treasury contracts                                                  (3,667)                           -
Minority interests                                                                              398                            -
Equity in earnings (losses) of unconsolidated entities                                         (589)                           -
                                                                             ----------------------       ----------------------

Net income (loss)                                                            $               11,701                         (173)

Other comprehensive income:
  Unrealized gain on investment securities                                                      241                            -
                                                                             ----------------------       ----------------------

Comprehensive income (loss)                                                  $               11,942       $                 (173)
                                                                             ======================       ======================

Net income(loss) per common share, basic and diluted                         $                  .12       $                 (.07)
                                                                             ======================       ======================

Weighted average number of common shares outstanding,
basic and diluted                                                                            98,563                        2,521
                                                                             ======================       ======================


           See accompanying notes to consolidated financial statements

                                       F-5


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

   For the year ended December 31, 2004 and for the period from March 5, 2003
                        (inception) to December 31, 2003
                             (Amounts in thousands)



                                                                                              ADDITIONAL
                                                     NUMBER OF             COMMON               PAID-IN
                                                      SHARES                STOCK               CAPITAL
                                                ------------------   ------------------   ------------------
                                                                                 
Balance at March 5, 2003 (inception)                             -   $                -   $                -

Net loss                                                         -                    -                    -
Distributions declared (.15 per weighted
  average number of common shares
  outstanding)                                                   -                    -                    -
Proceeds from offering                                      18,718                   19              187,066
Offering costs                                                   -                    -              (22,145)
Proceeds from dividend reinvestment
  program                                                       19                    -                  181
Issuance of stock options and discounts on
  shares issued to affiliates                                    -                    -                   67
                                                ------------------   ------------------   ------------------

Balance at December 31, 2003                                18,737   $               19   $          165,169

Net income                                                       -                    -                    -
Unrealized gain on investment securities                         -                    -                    -
Distributions declared (.66 per weighted
  number of common shares outstanding)                           -                    -                    -
Proceeds from offering                                     195,671                  195            1,955,517
Offering costs                                                   -                    -             (211,869)
Proceeds from dividend reinvestment
  program                                                    3,060                    3               29,067
Shares repurchased                                             (10)                   -                 (193)
Shares obligated to be repurchased as of
  December 31, 2004                                              -                    -                 (472)
Contribution from sponsor advances                               -                    -                2,369
Issuance of stock options and discounts on
  shares issued to affiliates                                    -                    -                  430
                                                ------------------   ------------------   ------------------

Balance at December 31, 2004                               217,458   $              217   $        1,940,018
                                                ==================   ==================   ==================


                                                    ACCUMULATED
                                                 DISTRIBUTIONS IN       ACCUMULATED
                                                   EXCESS OF NET           OTHER
                                                      INCOME           COMPREHENSIVE
                                                      (LOSS)               INCOME                TOTAL
                                                ------------------   ------------------   ------------------
                                                                                 
Balance at March 5, 2003 (inception)            $                -   $                -   $                -

Net loss                                                      (173)                   -                 (173)
Distributions declared (.15 per weighted
  average number of common shares
  outstanding)                                              (1,286)                   -               (1,286)
Proceeds from offering                                           -                    -              187,085
Offering costs                                                   -                    -              (22,145)
Proceeds from dividend reinvestment
  program                                                        -                    -                  181
Issuance of stock options and discounts on
  shares issued to affiliates                                    -                    -                   67
                                                ------------------   ------------------   ------------------

Balance at December 31, 2003                    $           (1,459)  $                -   $          163,729

Net income                                                  11,701                    -               11,701
Unrealized gain on investment securities                         -                  241                  241
Distributions declared (.66 per weighted
  number of common shares outstanding)                     (64,992)                   -              (64,992)
Proceeds from offering                                           -                    -            1,955,712
Offering costs                                                   -                    -             (211,869)
Proceeds from dividend reinvestment
  program                                                        -                    -               29,070
Shares repurchased                                               -                    -                 (193)
Shares obligated to be repurchased as of
  December 31, 2004                                              -                    -                 (472)
Contribution from sponsor advances                               -                    -                2,369
Issuance of stock options and discounts on
  shares issued to affiliates                                    -                    -                  430
                                                ------------------   ------------------   ------------------

Balance at December 31, 2004                               (54,750)  $              241   $        1,885,726
                                                ==================   ==================   ==================


           See accompanying notes to consolidated financial statements

                                       F-6


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)



                                                                                            Period from March 5, 2003
                                                                         Year Ended           (inception) through
                                                                      December 31, 2004        December 31, 2003
                                                                     ------------------     -------------------------
                                                                                      
Cash flows from operations:
Net income (loss)                                                    $           11,701     $                    (173)
Adjustments to reconcile net income (loss) to net cash provided by
    operating activities:
  Depreciation                                                                   36,149                           140
  Amortization                                                                   11,824                            77
  Amortization of acquired above market leases                                    3,119                             5
  Amortization of acquired below market leases                                   (4,703)                          (15)
  Rental income under master leases                                               3,025                             -
  Straight line rental income                                                    (3,886)                            -
  Straight line lease expense                                                       919                             -
  Minority interests                                                               (398)                            -
  Loss from investments in unconsolidated entities                                  589                             -
  Issuance of stock options and discount on shares issued to
    affiliates                                                                      430                             5
  Realized loss on sale of treasury contracts                                     3,667                             -
Changes in assets and liabilities:
  Accounts and rents receivable net of change in allowance of $346
    and $0 for December 31, 2004 and 2003, respectively.                        (14,928)                       (1,148)
  Other assets                                                                   (3,276)                            -
  Accounts payable                                                                1,542                           307
  Accrued interest payable                                                        4,306                             -
  Accrued real estate taxes                                                       3,674                         1,241
  Security deposits                                                               3,571                           108
  Prepaid rental income and other liabilities                                     6,195                           177
                                                                     ------------------     -------------------------
Net cash flows provided by operating activities                                  63,520                           724
                                                                     ------------------     -------------------------
Cash flows from investing activities:
  Purchase of investment securities and treasury contracts                       (4,713)                            -
  Restricted escrows                                                            (17,105)                            -
  Purchase of investment properties                                          (3,002,437)                     (122,720)
  Acquired in-place lease intangibles and customer relationship
    value                                                                      (241,286)                       (8,806)
  Acquired above market leases                                                  (42,303)                       (1,596)
  Acquired below market leases                                                   84,779                         5,926
  Contributions from minority interests - joint ventures                         95,568                             -
  Distributions to minority interests - joint ventures                           (5,251)                            -
  Purchase of unconsolidated joint ventures                                     (76,232)                            -
  Interest capitalized for real estate under development                            (85)                            -
  Payment of leasing fees                                                          (761)                            -
  Tenant improvements payable                                                     4,570                             -
  Other assets                                                                   (4,482)                         (831)
  Funding of notes receivable                                                   (31,772)                       (7,552)
  Due to affiliates                                                              (1,545)                        2,154
                                                                     ------------------     -------------------------
Net cash flows used in investing activities                                  (3,243,055)                     (133,425)
                                                                     ------------------     -------------------------


           See accompanying notes to consolidated financial statements

                                       F-7


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)
                             (Amounts in thousands)



                                                                                             Period from March 5, 2003
                                                                         Year Ended             (inception) through
                                                                      December 31, 2004          December 31, 2003
                                                                      -----------------      -------------------------
                                                                                       
Cash flows from financing activities:
  Proceeds from offering                                                      1,955,712                        187,146
  Proceeds from the dividend reinvestment program                                29,070                            181
  Shares repurchased                                                               (193)                             -
  Payment of offering costs                                                    (210,358)                       (20,775)
  Proceeds from mortgage debt and notes payable                               1,653,523                         29,627
  Principal payments on mortgage debt                                              (175)                             -
  Proceeds from unsecured line of credit                                        165,000                          5,000
  Payoff of unsecured line of credit                                           (170,000)                             -
  Payment of loan fees and deposits                                             (16,613)                        (4,023)
  Distributions paid                                                            (54,542)                          (358)
  Due from affiliates                                                             2,585                           (919)
  Advances from advisor                                                               -                          1,203
  Contribution from sponsor advances                                              2,369                              -
                                                                      -----------------      -------------------------
Net cash flows provided by financing activities                               3,356,378                        197,082
                                                                      -----------------      -------------------------

Net increase in cash and cash equivalents                                       176,843                         64,381
Cash and cash equivalents, at beginning of period                                64,381                              -
                                                                      -----------------      -------------------------
Cash and cash equivalents, at end of period                           $         241,224      $                  64,381
                                                                      =================      =========================


Cash paid for interest, net of interest capitalized of $85            $          28,869                            136
                                                                      =================      =========================

Restricted cash                                                       $         (65,923)                             -
Restricted cash liability                                                        65,923                              -
                                                                      =================      =========================

Due from sponsor                                                      $            (654)
Due to sponsor                                                                      654
                                                                      =================      =========================

Share repurchase program                                              $            (472)
Share repurchase program liability                                                  472
                                                                      =================      =========================

Supplement schedule of non-cash investing and financing activities:
Purchase of investment properties                                     $      (3,113,038)                      (121,868)
Assumption of mortgage debt                                                     100,139                              -
 Write-off of acquisition reserve                                                   521                              -
Purchase price adjustments                                                        2,389                           (852)
Conversion of mortgage receivable to investment property                          7,552                              -
                                                                      -----------------      -------------------------

                                                                      $      (3,002,437)                      (122,720)
                                                                      -----------------      -------------------------

Distributions payable                                                 $          11,378                            928
                                                                      =================      =========================

Accrued offering costs payable                                        $           2,880                          1,369
                                                                      =================      =========================

Write-off of fully amortized loan fees                                $           1,170                              -
                                                                      =================      =========================


                 See accompanying notes to financial statements

                                       F-8


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

(1) Organization and Basis of Accounting

Inland Western Retail Real Estate Trust, Inc. (the "Company") was formed on
March 5, 2003 to acquire and manage a diversified portfolio of real estate,
primarily multi-tenant shopping centers. The Advisory Agreement provides for
Inland Western Retail Real Estate Advisory Services, Inc. (the "Business
Manager" or "Advisor"), an Affiliate of the Company, to be the Business Manager
or Advisor to the Company. On September 15, 2003, the Company commenced an
initial public offering (the initial public offering) of up to 250,000,000
shares of common stock at $10 each and the issuance of 20,000,000 shares at
$9.50 each which may be distributed pursuant to the Company's distribution
reinvestment program. The Company registered a second offering (the second
offering) that became effective on December 28, 2004 with the Securities and
Exchange Commission for up to 250,000,000 shares of common stock at $10 each and
up to 20,000,000 shares at $9.50 each pursuant to the distribution reinvestment
program. Sales of shares in the second offering began in early January 2005.

The Company is qualified and has elected to be taxed as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal
income tax purposes commencing with the tax year ending December 31, 2003. Since
the Company qualifies for taxation as a REIT, the Company generally will not be
subject to federal income tax to the extent it distributes at least 90% of its
REIT taxable income to its stockholders. If the Company fails to qualify as a
REIT in any taxable year, the Company will be subject to federal income tax on
its taxable income at regular corporate tax rates. Even if the Company qualifies
for taxation as a REIT, the Company may be subject to certain state and local
taxes on its income and property and federal income and excise taxes on its
undistributed income.

The Company provides the following programs to facilitate investment in the
Company's shares and to provide limited liquidity for stockholders.

The Company allows stockholders who purchase shares in the initial public
offering and second offering to purchase additional shares from the Company by
automatically reinvesting distributions through the distribution reinvestment
program ("DRP"), subject to certain share ownership restrictions. Such purchases
under the DRP are not subject to selling commissions or the marketing
contribution and due diligence expense allowance, and are made at a price of
$9.50 per share.

The Company will repurchase shares under the share repurchase program ("SRP"),
if requested, at least once quarterly on a first-come, first-served basis,
subject to certain restrictions. Subject to funds being available, the Company
will limit the number of shares repurchased during any calendar year to 5% of
the weighted average number of shares outstanding during the prior calendar
year. Funding for the SRP will come exclusively from proceeds that the Company
receives from the sale of shares under the DRP and such other operating funds,
if any, as the Company's board of directors, at its sole discretion, may reserve
for this purpose. The board, at its sole discretion, may choose to terminate the
share repurchase program after the end of the offering period, or reduce the
number of shares purchased under the program, if it determines that the funds
allocated to the SRP are needed for other purposes, such as the acquisition,
maintenance or repair of properties, or for use in making a declared
distribution. A determination by the board to eliminate or reduce the share
repurchase program will require the unanimous affirmative vote of the
independent directors. As of December 31, 2004, the Company had repurchased
10,350 shares for $192,667.

The accompanying Consolidated Financial Statements include the accounts of the
Company, as well as all wholly owned subsidiaries and consolidated joint venture
investments. Wholly owned subsidiaries generally consist of limited liability
companies (LLC's) and limited partnerships (LP's). The effects of all
significant intercompany transactions have been eliminated.

                                       F-9


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The Company would consolidate certain property holding entities and other
subsidiaries that it owns less than a 100% equity interest if the entity is a
variable interest entity ("VIE") and it is the primary beneficiary (as defined
in FASB Interpretation 46(R) CONSOLIDATION OF VARIABLE INTEREST ENTITIES, an
Interpretation of ARB No. 51, as revised ("FIN 46(R)")). For joint ventures that
are not VIE's of which the Company owns less than 100% of the equity interest,
the Company consolidates the property if it receives substantially all of the
economics or has the direct or indirect ability to make major decisions. Major
decisions are defined in the respective joint venture agreements and generally
include participating and protective rights such as decisions regarding major
leases, encumbering the entities with debt and whether to dispose of the
entities.

The Company has a 95% ownership interest in the LLC's which own Gateway Village,
Boulevard at the Capital Centre, Towson Circle, Reisterstown Road Plaza and
Tollgate Marketplace, however, the Company shares equally in major decisions.
These entities are considered VIE's as defined in FIN 46(R) and the Company is
considered the primary beneficiary. Therefore these entities are consolidated by
the Company and the 5% outside ownership interest is reflected as minority
interest in the accompanying Consolidated Financial Statements.

The Company has a 60.9% ownership interest in, and is the controlling member of
the LLC which owns Cardiff Hall East Apartments. The other members' interests in
the property are reflected as minority interest in the accompanying Consolidated
Financial Statements.

(2) Summary of Significant Accounting Policies

The accompanying Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") and require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

Certain reclassifications have been made to the 2003 financial statements to
conform to the 2004 presentations.

Rental income is recognized on a straight-line basis over the term of each
lease. The difference between rental income earned on a straight-line basis and
the cash rent due under the provisions of the lease agreements is recorded as
deferred rent receivable and is included as a component of accounts and rents
receivable in the accompanying consolidated balance sheets.

The Company records lease termination income if there is a signed termination
agreement, all of the conditions of the agreement have been met, and the tenant
is no longer occupying the property.

Staff Accounting Bulletin ("SAB") 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS, determined that a lessor should defer recognition of contingent
rental income (i.e. percentage/excess rent) until the specified target (i.e.
breakpoint) that triggers the contingent rental income is achieved. The Company
records percentage rental revenue in accordance with the SAB 101.

The Company considers all demand deposits, money market accounts and investments
in certificates of deposit and repurchase agreements purchased with a maturity
of three months or less, at the date of purchase, to be cash equivalents. The
Company maintains its cash and cash equivalents at financial institutions. The
combined account balances at one or more institutions periodically exceed the
Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a
result, there is a concentration of credit risk related to amounts on deposit in
excess of FDIC insurance coverage. The Company believes that the risk is not
significant, as the Company does not anticipate the financial institutions'
non-performance.

                                      F-10


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The Company classifies its investment in securities in one of three categories:
trading, available-for-sale, or held-to-maturity. Trading securities are bought
and held principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities in which the Company has the
ability and intent to hold the security until maturity. All securities not
included in trading or held-to-maturity are classified as available-for-sale.
Investment in securities at December 31, 2004 consists of common stock
investments and is classified as available-for-sale securities and is recorded
at fair value. Unrealized holding gains and losses on available-for-sale
securities are excluded from earnings and reported as a separate component of
other comprehensive income until realized. Realized gains and losses from the
sale of available-for-sale securities are determined on a specific
identification basis. A decline in the market value of any available-for-sale
security below cost that is deemed to be other than temporary, results in a
reduction in the carrying amount to fair value. The impairment is charged to
earnings and a new costs basis for the security is established. To determine
whether an impairment is other than temporary, the Company considers whether it
has the ability and intent to hold the investment until a market price recovery
and considers whether evidence indicating the cost of the investment is
recoverable outweighs evidence to the contrary. Evidence considered in this
assessment includes the reasons for the impairment, the severity and duration of
the impairment, changes in value subsequent to year end and forecasted
performance of the investee. Of the investment securities held on December 31,
2004, the Company has accumulated other comprehensive income of $241,015.

Costs associated with the offerings are deferred and charged against the gross
proceeds of the offerings upon closing. Formation and organizational costs are
expensed as incurred. For the period from March 5, 2003 (inception) through
December 31, 2003, $7,500 of organizational costs was expensed. No
organizational costs were expensed in the year ended December 31, 2004.

The Company applies the fair value method of accounting as prescribed by
Statement of Financial Accounting Standards ("SFAS") No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION for its stock options granted. Under this method, the
Company will report the value of granted options as a charge against earnings
ratably over the vesting period.

The Company enters into interest rate futures contracts or treasury contracts as
a means of reducing exposure to rising interest rates. At inception, contracts
are evaluated in order to determine if they will qualify for hedge accounting
treatment and will be accounted for either on a deferral, accrual or market
value basis depending on the nature of the hedge strategy and the method used to
account for the hedged item. Hedge criteria include demonstrating the manner in
which the hedge will reduce risk, identifying the specific asset, liability or
firm commitment being hedged, and citing the time horizon being hedged.

For the year ended December 31, 2004, the Company entered into treasury
contracts with a futures commission merchant with yields ranging from 3.27% to
3.85% for 5 year treasury contracts and 4.00% to 4.63% for 10 year treasury
contracts. On December 31, 2004, the treasury contracts had a liquidation value
of $46,005 resulting in a loss of $3,666,894 for the year ended December 31,
2004. As these treasury contracts are not offsetting future commitments and
therefore do not qualify as hedges, the net loss is recognized currently in
earnings.

Differences between the carrying amount of the investment in unconsolidated
joint ventures and the Company's equity in the underlying assets are depreciated
over 30 years.

Real estate acquisitions are recorded at costs less accumulated depreciation.
Ordinary repairs and maintenance are expensed as incurred.

Depreciation expense is computed using the straight line method. Building and
improvements are depreciated based upon estimated useful lives of 30 years for
building and improvements and 15 years for site improvements.

                                      F-11


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

In accordance with SFAS No. 144, the Company performs an analysis to identify
impairment indicators to ensure that the investment property's carrying value
does not exceed its fair value. The valuation analysis performed by the Company
is based upon many factors which require difficult, complex or subjective
judgments to be made. Such assumptions include projecting vacancy rates, rental
rates, operating expenses, lease terms, tenant financial strength, economy,
demographics, property location, capital expenditures and sales value among
other assumptions to be made upon valuing each property. This valuation is
sensitive to the actual results of any of these uncertain factors, either
individually or taken as a whole. Based upon the Company's judgment, no
impairment was warranted as of December 31, 2004 or December 31, 2003.

Tenant improvements are amortized on a straight line basis over the life of the
related lease as a component of amortization expense.

Leasing fees are amortized on a straight-line basis over the life of the related
lease.

Loan fees are amortized on a straight-line basis over the life of the related
loans.

The Company allocates the purchase price of each acquired investment property
between land, building and improvements, acquired above market and below market
leases, in-place lease value, and any assumed financing that is determined to be
above or below market terms. In addition, we allocate a portion of the purchase
price to the value of the customer relationships. The allocation of the purchase
price is an area that requires judgment and significant estimates. The Company
uses the information contained in the independent appraisal obtained at
acquisition as the primary basis for the allocation to land and building and
improvements. The Company determines whether any financing assumed is above or
below market based upon comparison to similar financing terms for similar
investment properties. The Company also allocates a portion of the purchase
price to the estimated acquired in-place lease costs based on estimated lease
execution costs for similar leases as well as lost rent payments during assumed
lease-up period when calculating as if vacant fair values. The Company considers
various factors including geographic location and size of leased space. The
Company also evaluates each acquired lease based upon current market rates at
the acquisition date and considers various factors including geographical
location, size and location of leased space within the investment property,
tenant profile, and the credit risk of the tenant in determining whether the
acquired lease is above or below market lease costs. After an acquired lease is
determined to be above or below market lease costs, the Company allocates a
portion of the purchase price to such above or below acquired lease costs based
upon the present value of the difference between the contractual lease rate and
the estimated market rate. However, for below market leases with fixed rate
renewals, renewal periods are included in the calculation of below market
in-place lease values. The determination of the discount rate used in the
present value calculation is based upon the "risk free rate." This discount rate
is a significant factor in determining the market valuation which requires the
Company's judgment of subjective factors such as market knowledge, economics,
demographics, location, visibility, age and physical condition of the property.

The application of the SFAS Nos. 141 and 142 resulted in the recognition upon
acquisition of additional intangible assets and liabilities relating to real
estate acquisitions during the years ended December 31, 2004 and December 31,
2003. The portion of the purchase price allocated to acquired above market lease
costs and acquired below market lease costs are amortized on a straight line
basis over the life of the related lease as an adjustment to rental income and
over the respective renewal period for below market lease costs with fixed rate
renewals. Amortization pertaining to the above market lease costs of $3,118,699
was applied as a reduction to rental income for the year ended December 31, 2004
and $5,227 for the period from March 5, 2003 (inception) through December 31,
2003. Amortization pertaining to the below market lease costs of $4,703,357 was
applied as an increase to rental income for the year ended December 31, 2004 and
$15,386 for the period from March 5, 2003 (inception) through December 31, 2003.

                                      F-12


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The portion of the purchase price allocated to acquired in-place lease
intangibles is amortized on a straight line basis over the life of the related
lease. The Company incurred amortization expense pertaining to acquired in-place
lease intangibles of $9,923,630 for the year ended December 31, 2004 and $51,773
for the period from March 5, 2003 (inception) through December 31, 2003.

The portion of the purchase price allocated to customer relationship value is
amortized on a straight line basis over the life of the related lease.

The following table presents the amortization during the next five years related
to the acquired in-place lease intangibles, customer relationship value,
acquired above market lease costs and the below market lease costs for
properties owned at December 31, 2004.



Amortization of:                     2005             2006            2007           2008            2009            Thereafter
                                     ----             ----            ----           ----            ----            ----------
                                                                                                 
Acquired above
  market lease costs            $  (5,576,668)     (5,391,370)     (4,558,366)    (4,275,216)     (3,783,749)       (17,188,977)

Acquired below
  market lease costs                9,930,801       9,166,611       8,238,008      7,337,557       6,580,442         44,732,278
                                -------------------------------------------------------------------------------------------------

Net rental income
  increase                      $   4,354,133       3,775,241       3,679,642      3,062,341       2,796,693         27,543,301
                                =================================================================================================

Acquired in-place lease
  intangibles                   $ (25,857,397)    (25,857,397)    (25,857,397)   (25,803,230)    (24,532,397)      (110,207,994)

Customer relationship
  value                         $    (200,000)       (200,000)       (200,000)      (200,000)       (200,000)        (1,000,000)


In conjunction with certain acquisitions, the Company receives payments under
master lease agreements pertaining to certain, non-revenue producing spaces
either at the time of, or subsequent to, the purchase of some of the Company's
properties. Upon receipt of the payments, the receipts are recorded as a
reduction in the purchase price of the related properties rather than as rental
income. These master leases were established at the time of purchase in order to
mitigate the potential negative effects of loss of rent and expense
reimbursements. Master lease payments are received through a draw of funds
escrowed at the time of purchase and may cover a period from three months to
three years. These funds may be released to either the Company or the seller
when certain leasing conditions are met. Restricted cash includes funds received
by third party escrow agents from sellers pertaining to master lease agreements.
The Company records the third party escrow funds as both an asset and a
corresponding liability, until certain leasing conditions are met.

Restricted escrows primarily consist of lenders' restricted escrows and earnout
escrows. Earnout escrows are established upon the acquisition of certain
investment properties for which the funds may be released to the seller when
certain leasing conditions have been met.

Notes receivable relate to real estate financing arrangements and bear interest
at a market rate based on the borrower's credit quality and are recorded at face
value. Interest is recognized over the life of the note. The Company requires
collateral for the notes.

                                      F-13


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

A note is considered impaired pursuant to SFAS No. 114, ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN. Pursuant to SFAS No. 114, a note is impaired if it is
probable that the Company will not collect all principal and interest
contractually due. The impairment is measured based on the present value of
expected future cash flows discounted at the note's effective interest rate. The
Company does not accrue interest when a note is considered impaired. When
ultimate collectibility of the principal balance of the impaired note is in
doubt, all cash receipts on impaired notes are applied to reduce the principal
amount of such notes until the principal has been recovered and are recognized
as interest income, thereafter.

The carrying amount of the Company's debt approximates fair value. The Company
estimates the fair value of its mortgages payable by discounting the future cash
flows of each instrument at rates currently offered to the Company for similar
debt instruments of comparable maturities by the Company's lenders. The carrying
amount of the Company's other financial instruments approximate fair value
because of the relatively short maturity of these instruments.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY ASSETS,
AN AMENDMENT OF APB OPINION NO. 29, ("SFAS 153"). The amendments made by SFAS
153 are based on the principle that exchanges of nonmonetary assets should be
measured on the fair value of assets exchanged. It eliminates the exceptions for
nonmonetary exchanges of similar productive assets and replaces it with a
broader exception for exchanges of nonmonetary assets that do not have
commercial substance. The statement is effective for nonmonetary exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
believe that the adoption of SFAS 153 will have a material impact on its
Consolidated Financial Statements.

(3) Transactions with Affiliates

The Business Manager or Advisor contributed $200,000 to the capital of the
Company for which it received 20,000 shares of common stock.

Certain compensation and fees payable to the Business Manager or Advisor for
services to be provided to the Company are limited to maximum amounts.


                                             
Nonsubordinated payments:

   Offering stage:

        Selling commissions                     7.5% of the sale price for each share

        Marketing contribution                  3.0% of the gross offering proceeds
        and due diligence allowance

        Reimbursable expenses                   We will reimburse our sponsor for actual costs incurred, on our
        and other expenses of issuance          behalf, in connection with the offerings

   Acquisition stage:

        Acquisition expenses                    We will reimburse an affiliate of our business manager or
                                                advisor for costs incurred, on our behalf, in connection with
                                                the acquisition of properties


                                      F-14


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)


                                             
   Operational stage:

        Property management fee                 4.5% of the gross income from the properties.
        THIS FEE TERMINATES UPON A              (cannot exceed 90% of the fee which would be payable to
        BUSINESS COMBINATION WITH THE           an unrelated third party)
        PROPERTY MANAGEMENT COMPANY.

        Loan servicing fee                      .03% per year on the first billion dollars of mortgages
                                                serviced and .01% thereafter

        Other property level services           Compensation for these services will not exceed 90% of
                                                that which would be paid to any third party for such
                                                services

        Reimbursable expenses                   The compensation and reimbursements to our business manager or
        relating to administrative              advisor and its affiliates will be approved by a majority of our
        services                                directors

   Liquidation stage:

        Property disposition fee                Lesser of 3% of sales price or 50% of the customary
        THIS FEE TERMINATES UPON A              commission which would be paid to a third party
        BUSINESS COMBINATION WITH THE ADVISOR

Subordinated payments:

   Operational stage:

        Advisor asset management fee            Not more than 1% per annum of our average assets;
        THIS FEE TERMINATES UPON A              Subordinated to a non-cumulative, non-compounded return,
        BUSINESS COMBINATION WITH               equal to 6% per annum
        THE ADVISOR

   Liquidation stage:

        Incentive advisory fee                  After the stockholders have first received a 10% cumulative,
        THIS FEE TERMINATES UPON A              non-compounded return per year and a return of their net
        BUSINESS COMBINATION WITH               investment, an incentive advisory fee equal to 15% on net
        THE ADVISOR                             proceeds from the sale of a property will be paid to the
                                                business manager or advisor


                                      F-15


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

On October 31, 2003, the Company acquired an existing shopping center known as
The Shops at Park Place through the purchase of all of the membership interests
of the general partner and the membership interests of the limited partner of
the limited partnership holding title to this property. The center contains
approximately 116,300 gross leasable square feet and is located in Plano, Texas.
An affiliate of our Advisor, Inland Park Place Limited Partnership, acquired
this property on September 30, 2003 from CDG Park Place LLC, an unaffiliated
third party for $23,868,000. Inland Park Place Limited Partnership agreed to
sell this property to the Company when sufficient funds from the sale of shares
to acquire this property were raised. Inland Park Place Limited Partnership
agreed to sell this property to the Company for the price the affiliate paid to
the unaffiliated third party, plus any actual costs incurred. The Company's
board of directors unanimously approved acquiring this property, including a
unanimous vote of the independent directors. The total acquisition cost to the
Company was $24,000,000, which included $132,000 of costs incurred by the
affiliate.

As of December 31, 2004 and December 31, 2003, the Company had incurred
$234,014,231 and $22,144,814 of offering costs, of which $175,508,624 and
$16,859,779, respectively, were paid or accrued to affiliates. Pursuant to the
terms of the offerings, the Business Manager or Advisor has guaranteed payment
of all public offering expenses (excluding sales commissions and the marketing
contribution and the due diligence expense allowance) in excess of 5.5% of the
gross proceeds of the offerings or all organization and offering expenses
(including selling commissions) which together exceed 15% of gross proceeds. As
of December 31, 2004 and December 31, 2003, offering costs did not exceed the
5.5% and 15% limitations. The Company anticipates that these costs will not
exceed these limitations upon completion of the offerings.

The Business Manager or Advisor and its affiliates are entitled to reimbursement
for salaries and expenses of employees of the Business Manager or Advisor and
its affiliates relating to the offerings. In addition, an affiliate of the
Business Manager or Advisor is entitled to receive selling commissions, and the
marketing contribution and due diligence expense allowance from the Company in
connection with the offerings. Such costs are offset against the stockholders'
equity accounts. Such costs totaled $175,508,624 and $16,859,779, of which
$2,879,894 and $1,061,791 were unpaid at December 31, 2004 and December 31,
2003, respectively.

The Business Manager or Advisor and its affiliates are entitled to reimbursement
for general and administrative costs relating to the Company's administration.
Such costs are included in general and administrative expenses to affiliates, in
addition to costs that were capitalized pertaining to property acquisitions. For
the year ended December 31, 2004 and the period from March 5, 2003 (inception)
through December 31, 2003, the Company incurred $1,542,986 and $194,017 of these
costs, respectively, of which $957,471 and $40,703 remained unpaid as of
December 31, 2004 and 2003, respectively, and are included in due to affiliates
on the Consolidated Balance Sheets.

An affiliate of the Business Manager or Advisor provides loan servicing to the
Company for an annual fee. The agreement allows for annual fees totaling .03% of
the first $1 billion in mortgage balance outstanding and .01% of the remaining
mortgage balances, payable monthly. Such fees totaled $140,859 for the year
ended December 31, 2004 and $328 for the period from March 5, 2003 (inception)
through December 31, 2003.

The Company used the services of an affiliate of the Business Manager or Advisor
to facilitate the mortgage financing that the Company obtained on some of the
properties purchased. The Company pays the affiliate .02% of the principal
amount of each loan obtained on the Company's behalf. Such costs are capitalized
as loan fees and amortized over the respective loan term. For the year ended
December 31, 2004 and for the period from March 5, 2003 (inception) through
December 31, 2003, the Company paid loan fees totaling $3,475,472 and $59,523 to
this affiliate, respectively.

                                      F-16


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The Company may pay an advisor asset management fee of not more than 1% of the
average assets. Average asset value is defined as the average of the total book
value, including acquired intangibles, of the Company's real estate assets plus
the Company's loans receivable secured by real estate, before reserves for
depreciation, reserves for bad debt or other similar non-cash reserves. The
Company computes the average assets by taking the average of these values at the
end of each month for which the fee is being calculated. The fee would be
payable quarterly in an amount equal to 1/4 of 1% of average assets as of the
last day of the immediately preceding quarter. For any year in which the Company
qualifies as a REIT, the advisor must reimburse the Company for the following
amounts if any: (1) the amounts by which total operating expenses, the sum of
the advisor asset management fee plus other operating expenses, paid during the
previous fiscal year exceed the greater of: (i) 2% of average assets for that
fiscal year, or (ii) 25% of net income for that fiscal year; plus (2) an amount,
which will not exceed the advisor asset management fee for that year, equal to
any difference between the total amount of distributions to stockholders for
that year and the 6% minimum annual return on the net investment of
stockholders. The Company neither paid nor accrued such fees because the
Business Manager or Advisor agreed to forego such fees for the year ended
December 31, 2004 and for the period from March 5, 2003 (inception) to December
31, 2003.

The property managers, entities owned principally by individuals who are
affiliates of the Business Manager or Advisor, are entitled to receive property
management fees totaling 4.5% of gross operating income, for management and
leasing services. The Company incurred property management fees of $5,381,721
and $16,627 for the year ended December 31, 2004 and the period from March 5,
2003 (inception) through December 31, 2003, respectively. None remained unpaid
as of December 31, 2004 or December 31, 2003.

The Company established a discount stock purchase policy for affiliates of the
Company and the Business Manager or Advisor that enables the affiliates to
purchase shares of common stock at a discount at either $8.95 or $9.50 per share
depending on when the shares are purchased. The Company sold 605,060 and 59,497
shares of common stock to affiliates and recognized an expense related to these
discounts of $427,122 and $62,472 for the year ended December 31, 2004 and the
period from March 5, 2003 (inception) to December 31, 2003, respectively.

As of December 31, 2004 and 2003, the Company was due funds from affiliates in
the amount of $654,004 and $918,750, respectively which is comprised of $654,004
and $845,000, respectively, which is due from the sponsor for reimbursement of a
portion of distributions paid. The remaining $73,750 as of December 31, 2003 is
due from an affiliate for costs paid on their behalf by the Company. The sponsor
has agreed to advance funds to the Company for a portion of distributions paid
to the Company's shareholders until funds available for distributions are
sufficient to cover the distributions. The sponsor forgave $2,369,139 of these
amounts during the second quarter of 2004 and these funds are no longer due and
are recorded as a contribution to capital in the accompanying Consolidated
Financial Statements. As of December 31, 2004 and December 31, 2003, the Company
owed funds to the sponsor in the amount of $3,522,670 and $1,202,519,
respectively, for repayment of the funds advanced for payment of distributions.

As of December 31, 2003 the Company owed funds to an affiliate in the amount of
$2,154,158 for the reimbursement of costs paid by the affiliate on behalf of the
Company. The amount due at December 31, 2003 was repaid during 2004.

                                      F-17


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

(4) Stock Option Plan

The Company has adopted an Independent Director Stock Option Plan which, subject
to certain conditions, provides for the grant to each independent director of an
option to acquire 3,000 shares following their becoming a director and for the
grant of additional options to acquire 500 shares on the date of each annual
stockholders' meeting. The options for the initial 3,000 shares are exercisable
as follows: 1,000 shares on the date of grant and 1,000 shares on each of the
first and second anniversaries of the date of grant. The subsequent options will
be exercisable on the second anniversary of the date of grant. The initial
options will be exercisable at $8.95 per share. The subsequent options will be
exercisable at the fair market value of a share on the last business day
preceding the annual meeting of stockholders. As of December 31, 2004 and 2003,
we have issued 3,500 and 3,000 options, respectively, to acquire shares to each
of our independent directors, for a total of 17,500 and 15,000 options,
respectively, of which none have been exercised or expired.

The per share weighted average fair value of options granted was $0.60 on the
date of the grant using the Black Scholes option-pricing model with the
following assumptions: expected dividend yield of 8%, risk free interest rate of
2.0%, expected life of five years and expected volatility rate of 18.0%. The
Company had recorded $3,000 as expense for the 5,000 options (1,000 options per
director) vesting upon the date of grant as of December 31, 2003 and is
recording the remaining $6,000 in expense related to 2003 grants ratably over
the remaining two-year vesting period. During the year ended December 31, 2004,
the Company issued an additional 2,500 options with a weighted average fair
value at the date of grant of $1,500 and recorded $3,375 of expense related to
stock options.

(5) Leases

Master Lease Agreements

In conjunction with certain acquisitions, the Company received payments under
master lease agreements pertaining to certain non-revenue producing spaces at
the time of purchase, for periods ranging from three months to three years after
the date of purchase or until the spaces are leased. As these payments are
received, they are recorded as a reduction in the purchase price of the
respective property rather than as rental income. The cumulative amount of such
payments was $3,024,547 as of December 31, 2004. No such payments were received
in 2003.

Operating Leases

Minimum lease payments to be received under operating leases, excluding rental
income under master lease agreements and assuming no expiring leases are
renewed, are as follows:



                                                            Minimum Lease
                                                               Payments
                                                         --------------------
                                                      
               2005                                      $        227,000,049
               2006                                               221,072,711
               2007                                               212,006,042
               2008                                               201,306,939
               2009                                               184,145,285
               Thereafter                                       1,106,350,470
                                                         --------------------
               Total                                     $      2,151,881,496
                                                         ====================


The remaining lease terms range from one year to 55 years. Pursuant to the lease
agreements, tenants of the property are required to reimburse the Company for
some or their entire pro rata share of the real estate taxes, operating expenses
and management fees of the properties. Such amounts are included in tenant
recovery income.

                                      F-18


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

Ground Leases

The Company leases land under noncancelable operating leases at certain of the
properties expiring in various years from 2028 to 2096. For the year ended
December 31, 2004, ground lease rent was $2,187,286. No ground lease payments
were made in 2003. Minimum future rental payments to be paid under the ground
leases are as follows:



                                                            Minimum Lease
                                                               Payments
                                                         --------------------
                                                      
               2005                                      $          3,186,464
               2006                                                 3,187,605
               2007                                                 3,238,811
               2008                                                 3,240,086
               209                                                  3,402,159
               Thereafter                                         342,280,751
                                                         --------------------
               Total                                     $        358,535,876
                                                         ====================


(6) Notes Receivable

The notes receivable balance of $31,771,731 as of December 31, 2004 consisted of
two installment notes, one from Newman Development Group of Gilroy, LLC (Gilroy)
and one from Newman Development Group of Richland, LLC (Richland) that mature on
July 15, 2005 and August 15, 2005, respectively. These notes are secured by
first mortgages on Pacheco Pass Shopping Center and Quakertown Shopping Center,
respectively and are guaranteed personally by the owners of Gilroy and Richland.
Interest only is due in advance on the first of each month at a rate of 6.993%
per annum for Gilroy and 7.5572% per annum for Richland. Upon closing, an
interest reserve escrow totaling three months of interest payments was
established for both notes.

The notes receivable balance of $7,552,155 as of December 31 2003 consisted of
an installment note from Fourth Quarter Properties XIV, LLC (Fourth) that
matured on January 15, 2004. This installment note was secured by a 49% interest
in Fourth, which owned the remaining portion of the Newnan Crossing shopping
center and was also guaranteed personally by the owner of Fourth. Interest only
at a rate of 7.6192% per annum was due on the note. The installment note was
advanced to Fourth in contemplation of the Company purchasing the remaining
portions of Newnan Crossing. The Company did not call the note on January 15,
2004 and subsequently purchased the property on February 13, 2004 at which time
the note was paid in full by Fourth as a credit to the purchase price of the
property.

(7) Mortgages and Note Payable

Mortgage loans outstanding as of December 31, 2004 were $1,782,538,627 and had a
weighted average interest rate of 4.58%. Of this amount, $1,635,745,627 had
fixed rates ranging from 3.96% to 8.02% and a weighted average fixed rate of
4.67% at December 31, 2004. The rate of 8.02% represented the interest rate on
the mortgage for Cardiff Hall East (Cardiff), a joint venture entity which the
Company consolidates. Excluding the Cardiff mortgage, the highest fixed rate on
our mortgage debt was 6.34%. The remaining $146,793,000 represented variable
rate loans with a weighted average interest rate of 3.55% at December 31, 2004.
Properties with a net carrying value of $2,906,338,366 at December 31, 2004 and
related tenant leases are pledged as collateral. As of December 31, 2004,
scheduled maturities for the Company's outstanding mortgage indebtedness had
various due dates through August 2023.

                                      F-19


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The following table shows the mortgage debt maturing during the next five years:



                                  2005            2006            2007             2008             2009          Thereafter
                                --------        --------        --------         --------         --------       ------------
                                                                                                
Maturing debt
  Fixed rate debt                 920,574        981,221       57,906,321       47,322,706       960,152,489      568,462,316
  Variable rate debt           15,672,533        637,533          637,533          637,533       111,635,533       17,572,335


The debt is cross-collateralized among the properties in connection with the
financing of Heritage Towne Crossing and Eckerd Drug Stores in Norman and
Edmond, OK.

As part of the Plaza Santa Fe II loan assumption, a promissory note
approximating $414,000 was executed between the Company and the seller for the
total amount that the seller had paid into escrows under the loan agreement as
of the acquisition date. The note bears interest at the rate of prime less
3.00%, payable to the seller upon maturity of the note in 2006. The seller also
agreed to fund the Company's monthly required payments into this escrow for a
period of two years. Each monthly payment funded by the seller increases the
principal balance of the note payable. The outstanding note payable balance at
December 31, 2004 is approximately $575,000.

(8) Line of Credit

On December 24, 2003, the Company entered into a $150,000,000 unsecured line of
credit arrangement with a bank for a period of one year. The funds from this
line of credit were used to provide liquidity from the time a property was
purchased until permanent debt was placed on the property. The Company was
required to pay interest only on the outstanding balance from time to time under
the line at the rate equal to LIBOR plus 175 basis points. The Company was also
required to pay, on a quarterly basis, an amount ranging from .15% to .30%, per
annum, on the average daily undrawn funds remaining under this line. The line of
credit required compliance with certain covenants, such as debt service ratios,
minimum net worth requirements, distribution limitations and investment
restrictions. As of December 31, 2003, the Company was in compliance with such
covenants. In connection with obtaining this line of credit, the Company paid
fees in an amount totaling approximately $1,044,000 (which included a .65%
commitment fee). The outstanding balance on the line of credit was $5,000,000 as
of December 31, 2003 with an effective interest rate of 2.9375% per annum.

On December 16, 2004, the Company terminated the existing line of credit
agreement and executed a new unsecured line of credit facility with a bank for
up to $100,000,000 with an optional unsecured borrowing capacity of $150,000,000
for a total unsecured borrowing capacity of $250,000,000. The facility has an
initial term of one year with two one-year extension options, with an annual
variable interest rate. The funds from this line of credit may be used to
provide liquidity from the time a property is purchased until permanent debt is
placed on that property. The line of credit requires interest only payments
monthly at the rate equal to the London InterBank Offered Rate or LIBOR plus 175
basis points which ranged from 2.34% to 2.42% during the quarter ended December
31, 2004. The Company is also required to pay, on a quarterly basis, an amount
ranging from .15% to .25%, per annum, on the average daily undrawn funds under
this line. The line of credit requires compliance with certain covenants, such
as debt service ratios, minimum net worth requirements, distribution limitations
and investment restrictions. As of December 31, 2004, the Company was in
compliance with such covenants. There was no outstanding balance on the line as
of December 31, 2004.

(9) Investments in Unconsolidated Joint Ventures

On August 11, 2004, CR Investors, LLC, an entity wholly owned by Reisterstown
Plaza Holdings, LLC (a joint venture entity consolidated by the Company),
invested $5,781,600 to purchase a 36.5% tenancy in common interest in an
apartment complex known as Courthouse Square located in Towson, MD.

                                      F-20


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

On November 5, 2004, CRP Power Plant Investors, LLC, an entity wholly owned by
Reisterstown Plaza Holdings, LLC (a joint venture entity consolidated by the
Company), invested $15,000,000 to purchase a 37.5% interest in a retail/office
complex known as The Power Plant located in Baltimore, MD. On the same day, CGW
Power Plant Investors, LLC, an entity wholly owned by Gateway Village Holding,
LLC (a joint venture entity consolidated by the Company), invested $5,000,000 to
purchase a 12.5% interest in The Power Plant.

On November 5, 2004, CTC Pier IV Investors, LLC, an entity wholly owned by
Towson Circle Holding, LLC (a joint venture entity consolidated by the Company),
invested $5,000,000 to purchase a 16.67% interest in a retail/office complex
known as Pier IV located in Baltimore, MD. On the same day, CTOLL Pier IV
Investors, LLC, an entity wholly owned by Tollgate Marketplace Holding Company,
LLC (a joint venture entity consolidated by the Company), invested $15,000,000
to purchase a 50.0% interest in Pier IV.

On December 23, 2004, NP Acquisitions, LLC, an entity wholly owned by CR
Investors, LLC an entity wholly owned by Reisterstown Plaza Holdings, LLC (a
joint venture entity consolidated by the Company), invested $2,250,000 to
purchase a 25% tenancy in common interest in a retail complex known as North
Plaza Shopping Center located in Parkville, MD.

On December 29, 2004, CGW Louisville Investors, LLC, an entity wholly owned by
Gateway Village Holding, LLC (a joint venture entity consolidated by the
Company), invested $1,900,000 to purchase a 3.3% interest in a retail/office
complex known as Louisville Galleria located in Louisville, KY. On the same day,
CTOLL Louisville Investors, LLC, an entity wholly owned by Tollgate Marketplace
Holding Company, LLC (a joint venture entity consolidated by the Company),
invested $7,200,000 to purchase a 12.0% interest in Louisville Galleria. Also,
on the same day, CCC Louisville Investors, LLC an entity wholly owned by Capital
Centre Holdings, LLC (a joint venture entity consolidated by the Company),
invested $19,100,000 to purchase a 31.8% member interest in Louisville Galleria.

These investments are accounted for utilizing the equity method of accounting.
Under the equity method of accounting, the net equity investment of the Company
is reflected on the Consolidated Balance Sheets and the Consolidated Statements
of Operations includes the Company's share of net income or loss from the
unconsolidated entity. For the year ended December 31, 2004, all equity in
earnings of unconsolidated entities was allocated to the Company's joint venture
partners in accordance with the entities' operating agreements.

(10) Segment Reporting

The Company owns and seeks to acquire single-user net lease properties and
multi-tenant shopping centers principally in the western United States. The
Company's shopping centers are typically anchored by discount retailers, home
improvement retailers, grocery and drugstores complemented with additional
stores providing a wide range of other goods and services to shoppers.

The Company assesses and measures operating results on an individual property
basis for each of its properties based on net property operations. Since all of
the Company's properties exhibit highly similar economic characteristics, cater
to the day-to-day living needs of their respective surrounding communities, and
offer similar degrees of risk and opportunities for growth, the properties have
been aggregated and reported as one operating segment.

                                      F-21


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

Net property operations are summarized in the following table for the year ended
December 31, 2004 and for the period from March 5, 2003 through December 31,
2003, along with a reconciliation to net income.



                                                                                        2004                         2003
                                                                                        ----                         ----
                                                                                                       
Property rental income and additional property income                           $        130,404,581         $            744,633
Total property operating expenses                                                        (32,521,195)                    (143,244)
Interest expense                                                                         (33,174,623)                    (135,735)
                                                                                --------------------         --------------------
Net property operations                                                                   64,708,763                      465,654
                                                                                --------------------         --------------------
Other income                                                                               3,681,067                       37,648
Less non-property expenses:
  General and administrative expenses                                                     (4,857,101)                    (459,476)
  Depreciation and amortization                                                          (47,973,208)                    (217,105)
  Realized loss on sale of treasury contracts                                             (3,666,894)                           -
  Minority interests                                                                         397,357                            -
  Equity in earnings (losses) of unconsolidated entities                                    (589,251)                           -
                                                                                --------------------         --------------------

Net income (loss)                                                               $         11,700,733         $           (173,279)
                                                                                ====================         ====================


The following table summarizes property asset information as of December 31,
2004 and December 31, 2003.



                                                    December 31, 2004             December 31, 2003
                                                    -----------------             -----------------
                                                                            
Total assets:
  Rental real estate                                $   3,601,512,810             $     142,804,128
  Non-segment assets                                      354,302,750                    69,298,035
                                                    -----------------             -----------------

                                                    $   3,955,815,560             $     212,102,163
                                                    =================             =================


The Company does not derive any of its consolidated revenue from foreign
countries and does not have any major customers that individually account for
10% or more of the Company's consolidated revenues.

(11) Earnings (loss) per Share

Basic earnings (loss) per share ("EPS") are computed by dividing income by the
weighted average number of common shares outstanding for the period (the "common
shares"). Diluted EPS is computed by dividing net income (loss) by the common
shares plus shares issuable upon exercising options or other contracts. As a
result of the net loss incurred in 2003, diluted weighted average shares
outstanding do not give effect to common stock equivalents as to do so would be
anti-dilutive. As of December 31, 2004, options to purchase 17,500 shares of
common stock at an exercise price of $8.95 per share were outstanding. These
options were not included in the computation of basic or diluted EPS as the
effect would be immaterial.

The basic and diluted weighted average number of common shares outstanding was
98,562,885 and 2,520,986 for the year ended December 31, 2004 and the period
from March 5, 2003 (inception) to December 31, 2003, respectively.

                                      F-22


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

(12) Commitments and Contingencies

The Company has closed on several properties which have earnout components,
meaning the Company did not pay for portions of these properties that were not
rent producing. The Company is obligated, under certain agreements, to pay for
those portions when the tenant moves into its space and begins to pay rent. The
earnout payments are based on a predetermined formula. Each earnout agreement
has a time limit regarding the obligation to pay any additional monies. If at
the end of the time period allowed certain space has not been leased and
occupied, the Company will own that space without any further obligation. Based
on pro forma leasing rates, the Company may pay as much as $189,042,868 in the
future, as retail space covered by earnout agreements is occupied and becomes
rent producing.

During 2004, the Company entered into two installment note agreements in which
the Company is obligated to fund up to a total of $33,398,314. The notes
maintain stated interest rates of 6.993% and 7.5572% per annum and mature in
July 2005 and August 2005. Each note requires monthly interest payments with the
entire principal balance due at maturity. The combined receivable balance at
December 31, 2004 was $31,771,731. Therefore, the Company may be required to
fund up to an additional $1,626,583 on these notes.

The Company has obtained three irrevocable letters of credit related to loan
fundings against earnout spaces at certain properties. Once the Company
purchases the remaining portion of these properties and meet certain occupancy
requirements, the letters of credit will be released. The balance of outstanding
letters of credit at December 31, 2004 is $11,573,100.

In connection with the purchase of one of our properties, the Company received a
price adjustment in the amount of $763,072 related to spaces that were vacant at
the time of closing. If at any time during the next two years the seller is able
to lease that space under conditions satisfactory to the Company, the Company is
obligated to pay the seller a pro-rata share of the purchase price reduction.

The Company has entered into interest rate lock agreements with various lenders
to secure interest rates on mortgage debt on properties the Company currently
owns or will purchase in the future. The Company has outstanding rate lock
deposits in the amount of $2,826,055 as of December 31, 2004 which are applied
as credits to the mortgage fundings as they occur. These agreements lock
interest rates from 4.45% to 5.12% for periods from 60 days to 90 days on
approximately $240 million in principal.

The Company is currently considering acquiring nine properties for an estimated
purchase price of $226 million. The Company's decision to acquire each property
will generally depend upon no material adverse change occurring relating to the
property, the tenants or in the local economic conditions and the Company's
receipt of satisfactory due diligence information including appraisals,
environmental reports and lease information prior to purchasing the property.

(13) Subsequent Events

The Company issued 42,629,352 shares of common stock and repurchased 28,459
shares of common stock from January 1, 2005 through February 28, 2005 in
connection with the initial public offering and second offering, resulting in
gross proceeds of approximately $425 million.

The Company paid distributions of $11,377,712 and $12,232,404 to its
stockholders in January and February 2005, respectively.

                                      F-23


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The Company has acquired the following properties or joint venture interests in
properties during the period January 1 to February 28, 2005. The respective
acquisitions are detailed in the table below.



                                                                         APPROXIMATE     GROSS LEASABLE
            DATE                                          YEAR         PURCHASE PRICE         AREA
          ACQUIRED               PROPERTY                 BUILT              ($)            (SQ. FT.)       MAJOR TENANTS
          --------               --------                 -----              ---            ---------       -------------
                                                                                          
             01/05/05  Fairgrounds Plaza                2002-2004          21,994,125            59,970  Super Stop N' Shop
                         Middletown, NY

             01/06/05  Maytag Distribution Center          2004            23,159,499           750,000  Maytag
                         Iowa City, IA

             01/10/05  Midtown Center                   1986-1987          53,000,000           319,108  Wal-Mart
                         Milwaukee, WI                                                                   Pick 'N Save

             01/10/05  Hobby Lobby                         2004             5,500,000            60,000  Hobby Lobby
                         Concord, NC

             01/19/05  Stanley Works/Mac Tools             2004            10,000,000            72,500  Mac Tools
                         Westerville, OH

             01/25/05  American Express                1983 & 1987         42,000,000           306,710  American Express
                         Markham, Ontario, Canada

             01/28/05  Academy Sports                      2004             7,150,000            70,910  Academy Sports
                         San Antonio, TX

             02/01/05  Magnolia Square                     2004            19,113,739           116,079  Ross Dress for Less
                         Houma, LA                                                                       PETsMART
                                                                                                         Circuit City

             02/02/05  Cottage Plaza                     2004-2005         23,439,950            75,543  Stop 'N Shop
                         Pawtucket, RI

             02/09/05  The Village at Quail Springs      2003-2004         10,428,978           101,128  Gordmans
                         Oklahoma City, OK                                                               Best Buy

             02/11/05  Holliday Towne Center               2003            14,827,645            83,122  Martin's
                         Duncansville, PA

             02/18/05  Trenton Crossing                    2003            29,212,209           221,019  Hobby Lobby
                         McAllen, TX                                                                     Ross Dress for Less
                                                                                                         Marshalls
                                                                                                         Bealls


                                      F-24


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

The mortgage debt and financings obtained during the period January 1 to
February 28, 2005, are detailed in the table below.



            DATE                                                                         MATURITY     PRINCIPAL BORROWED
           FUNDED              MORTGAGE PAYABLE               ANNUAL INTEREST RATE         DATE               ($)
        -----------------------------------------------------------------------------------------------------------------
                                                                                                  
          01/05/05    Fairgrounds Plaza                               5.690%             02/01/33             15,982,376
                        Middletown, NY

          01/24/05    Hobby Lobby                                     5.115%             02/01/10              3,025,000
                        Concord, NC

          01/25/05    American Express                               4.2975%             02/01/15             25,380,000
                        Markham, Ontario, Canada

          01/28/05    Coram Plaza                                     4.550%             02/01/10             20,755,300
                        Coram, NY

          01/31/05    Low Country Village II                          5.130%             05/01/09              5,440,000
                        Bluffton, SC

          01/31/05    Irmo Station                                   5.1236%             02/01/10              7,085,000
                        Irmo, SC

          02/01/05    Evans Towne Centre                              4.670%             02/01/10              5,005,000
                        Evans, GA

          02/03/05    Magnolia Square                                 5.115%             03/01/10             10,265,000
                        Houma, LA

          02/04/05    Green's Corner                                  4.500%             02/11/10              7,022,366
                        Cumming, GA

          02/04/05    Newton Crossroads                               4.500%             02/11/10              5,547,622
                        Covington, GA

          02/04/05    Stilesboro Oaks                                 4.500%             02/11/10              6,951,971
                        Acworth, GA

          02/09/05    Five Forks                                      4.815%             02/11/10              4,482,500
                        Simpsonville, NC


                                      F-25


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)



            DATE                                                                         MATURITY     PRINCIPAL BORROWED
           FUNDED              MORTGAGE PAYABLE               ANNUAL INTEREST RATE         DATE               ($)
        -----------------------------------------------------------------------------------------------------------------
                                                                                                  
          02/14/05    University Town Center                          4.430%             03/01/10              5,810,000
                        Tuscaloosa, AL

          02/14/05    Edgemont Town Center                            4.430%             03/01/10              8,600,000
                        Homewood, AL

          02/16/05    Southlake Town Square                           4.550%             03/11/10             70,570,880
                        Southlake, TX

          02/16/05    Midtown Center                                  4.460%             03/11/10             28,227,617
                        Milwaukee, WI

          02/17/05    McAllen Shopping Center                         5.060%             03/01/10              2,455,000
                        McAllen, TX

          02/18/05    Southlake Town Square II                        4.550%             03/11/10             10,429,120
                        Southlake, TX

          02/18/05    Mesa Fiesta                                     5.300%             02/01/10             23,500,000
                        Mesa, AZ

          02/24/05    Academy Sports                                  5.060%             03/01/10              3,933,000
                        San Antonio, TX

          02/25/05    The Village at Quail Springs                    5.060%             03/01/10              5,740,000
                        Oklahoma City, OK


The Company is obligated under earnout agreements to pay for certain tenant
space in our existing properties after the tenant moves into its space and
begins paying rent. During the period from January 1 to February 28, 2005, the
Company funded earnouts totaling $20,552,372 at 7 of its existing properties.

During the period from January 1, 2005 to February 28, 2005, the Company entered
into rate lock agreements which lock interest rates from 4.47% to 4.69% for
periods from 30 days to 90 days on approximately $300 million in principal.

                                      F-26


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003
                                   (continued)

(14) Supplemental Financial Information (unaudited)

The following represents the results of operations, for the each quarterly
period, during 2004 and 2003.



                                                                                           2004
                                                               Dec. 31          Sept. 30          June 30          March 31
                                                           --------------------------------------------------------------------
                                                                                                          
Total income                                               $     62,433,343       42,199,376        19,935,978        9,516,950
Net income (loss)                                                 7,286,936        2,266,656         2,111,373           35,768

Net income (loss), per common share, basic and diluted:                 .04              .02               .04                -

Weighted average number of common shares outstanding,
  basic and diluted                                             182,739,194      112,887,491        59,688,094       32,314,792


                                                                                           2003
                                                               Dec. 31          Sept. 30          June 30          March 31
                                                           --------------------------------------------------------------------
                                                                                                             
Total income                                               $        782,281                -                 -                -
Net income (loss)                                                  (132,535)         (32,794)             (450)          (7,500)

Net income (loss), per common share, basic and diluted:                (.02)           (1.64)             (.02)            (.38)

Weighted average number of common shares outstanding,
  basic and diluted                                               8,319,975           20,000            20,000           20,000


                                      F-27


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A MARYLAND CORPORATION)

                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

                                DECEMBER 31, 2004



                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
MULTI-TENANT                      Encumbrances     Land       Improvements   to Basis ( C )
------------                      ------------     ----       -------------  --------------
                                                                       
23rd Street Plaza                            -    1,300,000       5,318,806
  Panama City, FL
Alison's Corner                      3,850,000    1,045,000       5,700,345
  San Antonio, TX.
Arvada Connection and Arvada
  Marketplace                       28,510,000    8,125,000      39,383,116          17,682
  Arvada, CO
Azalea Square                       16,535,000    6,375,000      21,303,772         (14,793)
  Summerville, SC
Bed, Bath & Beyond Plaza            11,192,500            -      18,367,361
  Miami, FL
Best on the Boulevard               19,525,000    7,460,000      25,583,195         (84,486)
  Las Vegas, NV
Bluebonnet Parc                     12,100,000    4,450,000      16,407,032        (101,955)
  Baton Rouge, LA
Boulevard at the Capital Centre     71,500,000            -     114,702,961        (418,558)
  Largo, MD
The Columns                         14,865,400    5,830,000      19,438,839         (22,200)
  Jackson, TN
Coram Plaza                         20,760,000   10,200,000      26,177,515
  Coram, NY
CorWest Plaza                       18,150,000    6,900,000      23,850,938         (13,950)
  New Britain, CT
Cranberry Square                    10,900,000    3,000,000      18,736,381
  Cranberry Township, PA
Darien Towne Center                 16,500,000    7,000,000      22,468,408         213,305
  Darien, IL
Davis Towne Crossing                 5,365,200    1,850,000       5,681,061
  North Richland Hills, TX.
Denton Crossing                     35,200,000    6,000,000      43,433,763
  Denton, TX
Dorman Center - Phase 1 & II        27,610,000   17,025,000      29,478,484        (103,087)
  Spartanburg, SC
Eastwood Towne Center               46,750,000   12,000,000      65,066,567
  Lansing, MI
Edgemont Town Center                         -    3,500,000      10,956,495
  Homewood, AL
Evans Towne Centre                           -    1,700,000       6,424,805
  Evans, GA


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
MULTI-TENANT                        Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
------------                        ----      ------------   -------------  ----------------  -----------   --------
                                                                                         
23rd Street Plaza                  1,300,000      5,318,806      6,618,806                 -     2003         12/04
  Panama City, FL
Alison's Corner                    1,045,000      5,700,345      6,745,345           139,668     2003         04/04
  San Antonio, TX.
Arvada Connection and Arvada
  Marketplace                      8,125,000     39,400,798     47,525,798           974,072   1987-1990      04/04
  Arvada, CO
Azalea Square                      6,375,000     21,288,979     27,663,979           130,069     2004         10/04
  Summerville, SC
Bed, Bath & Beyond Plaza                   -     18,367,361     18,367,361           168,316     2004         10/04
  Miami, FL
Best on the Boulevard              7,460,000     25,498,709     32,958,709           702,197   1996-1999      04/04
  Las Vegas, NV
Bluebonnet Parc                    4,450,000     16,305,078     20,755,078           419,934     2002         04/04
  Baton Rouge, LA
Boulevard at the Capital Centre            -    114,284,403    114,284,403         1,383,741     2004         09/04
  Largo, MD
The Columns                        5,830,000     19,416,639     25,246,639           224,291     2004        8/04 &
  Jackson, TN                                                                                                 10/04
Coram Plaza                       10,200,000     26,177,515     36,377,515                 -     2004         12/04
  Coram, NY
CorWest Plaza                      6,900,000     23,836,988     30,736,988           875,539  1999 - 2003     01/04
  New Britain, CT
Cranberry Square                   3,000,000     18,736,381     21,736,381           343,369   1996-1997      07/04
  Cranberry Township, PA
Darien Towne Center                7,000,000     22,681,714     29,681,714           847,581     1994         12/03
  Darien, IL
Davis Towne Crossing               1,850,000      5,681,061      7,531,061           103,773   2003-2004      06/04
  North Richland Hills, TX.
Denton Crossing                    6,000,000     43,433,763     49,433,763           258,849   2003-2004      10/04
  Denton, TX
Dorman Center - Phase 1 & II      17,025,000     29,375,397     46,400,397           909,740   2003-2004   3/04 & 7/04
  Spartanburg, SC
Eastwood Towne Center             12,000,000     65,066,567     77,066,567         1,590,128     2002         05/04
  Lansing, MI
Edgemont Town Center               3,500,000     10,956,495     14,456,495            33,474     2003         11/04
  Homewood, AL
Evans Towne Centre                 1,700,000      6,424,805      8,124,805                 -     1995         12/04
  Evans, GA


                                      F-28




                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
MULTI-TENANT                      Encumbrances     Land       Improvements   to Basis ( C )
------------                      ------------     ----       -------------  --------------
                                                                       
Five Forks                                   -    2,100,000       5,374,421
  Simpsonville, SC
Forks Town Center                   10,395,000    2,430,000      14,835,863
  Easton, PA
Fox Creek Village                   11,485,000    3,755,000      15,563,434         (33,181)
  Longmont, CO
Fullerton Metrocenter               28,050,000            -      47,403,451        (199,396)
  Fullerton, CA
Gateway Pavilions                   35,842,000    9,880,000      55,194,702
  Avondale, AZ
Gateway Plaza                       18,163,000            -      26,370,511
  Southlake, TX
Gateway Station                              -    1,050,000       3,910,500
  College Station, TX
Gateway Village                     31,458,000    8,550,000      39,298,239
  Annapolis, MD
Governor's Marketplace              20,625,000            -      30,377,452         (56,281)
  Tallahassee, FL
Green's Corner                               -    3,200,000       8,663,397
  Cumming, GA
Gurnee Town Center                  24,360,000    7,000,000      35,146,950         (22,965)
  Gurnee, IL
Harvest Towne Center                 5,005,000    3,155,000       5,085,037
  Knoxville, TN
Henry Town Center                   35,814,616   10,650,000      46,813,649
  McDonough, GA
Heritage Towne Crossing              8,950,000    3,065,000      10,729,077
  Euless, TX
Hickory Ridge                       23,650,000    6,860,000      30,517,166
  Hickory, NC
Huebner Oaks Center                 48,000,000   14,080,000      59,825,626          88,560
  San Antonio, TX
Irmo Station                                 -    2,600,000       9,247,308
  Irmo, SC
John's Creek Village                23,300,000    5,750,000      21,269,874
  Duluth, GA
La Plaza Del Norte                  32,528,000   16,005,000      37,744,002        (288,670)
  San Antonio, TX
Lake Mary Pointe                     3,657,500    2,075,000       4,009,147
  Orlando, FL
Lakewood Towne Center               51,260,000   11,200,000      70,796,423        (360,223)
  Lakewood, WA
Larkspur Landing                    33,630,000   20,800,000      32,820,864          480,656
  Larkspur, CA
Lincoln Park                        26,153,000    9,360,000      34,717,980
  Dallas, TX
Low Country Village                  5,370,000    1,550,000       8,778,906          (4,871)
  Bluffton, SC


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
MULTI-TENANT                        Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
------------                        ----      ------------   -------------  ----------------  -----------   --------
                                                                                            
Five Forks                         2,100,000      5,374,421      7,474,421            16,400     1999         12/04
  Simpsonville, SC
Forks Town Center                  2,430,000     14,835,863     17,265,863           226,641     2002         07/04
  Easton, PA
Fox Creek Village                  3,755,000     15,530,253     19,285,253            47,426   2003-2004      11/04
  Longmont, CO
Fullerton Metrocenter                      -     47,204,055     47,204,055           864,861     1998         06/04
  Fullerton, CA
Gateway Pavilions                  9,880,000     55,194,702     65,074,702           168,492   2003-2004      12/04
  Avondale, AZ
Gateway Plaza                              -     26,370,511     26,370,511           403,357     2000         07/04
  Southlake, TX
Gateway Station                    1,050,000      3,910,500      4,960,500            11,932   2003-2004      12/04
  College Station, TX
Gateway Village                    8,550,000     39,298,239     47,848,239           597,527     1996         07/04
  Annapolis, MD
Governor's Marketplace                     -     30,321,171     30,321,171           370,888     2001         08/04
  Tallahassee, FL
Green's Corner                     3,200,000      8,663,397     11,863,397                 -     1997         12/04
  Cumming, GA
Gurnee Town Center                 7,000,000     35,123,985     42,123,985           214,573     2000         10/04
  Gurnee, IL
Harvest Towne Center               3,155,000      5,085,037      8,240,037            62,188   1996-1999      09/04
  Knoxville, TN
Henry Town Center                 10,650,000     46,813,649     57,463,649                 -     2002         12/04
  McDonough, GA
Heritage Towne Crossing            3,065,000     10,729,077     13,794,077           327,196     2002         03/04
  Euless, TX
Hickory Ridge                      6,860,000     30,517,166     37,377,166         1,088,098     1999         01/04
  Hickory, NC
Huebner Oaks Center               14,080,000     59,914,186     73,994,186         1,283,898   1997-1998      06/04
  San Antonio, TX
Irmo Station                       2,600,000      9,247,308     11,847,308                 -  1980 & 1985     12/04
  Irmo, SC
John's Creek Village               5,750,000     21,269,874     27,019,874           392,876   2003-2004      06/04
  Duluth, GA
La Plaza Del Norte                16,005,000     37,455,332     53,460,332         1,276,221   1996/1999      01/04
  San Antonio, TX
Lake Mary Pointe                   2,075,000      4,009,147      6,084,147            24,484     1999         10/04
  Orlando, FL
Lakewood Towne Center             11,200,000     70,436,200     81,636,200         1,294,701 1988/2002-2003   06/04
  Lakewood, WA
Larkspur Landing                  20,800,000     33,301,520     54,101,520         1,211,593   1978/2001      01/04
  Larkspur, CA
Lincoln Park                       9,360,000     34,717,980     44,077,980           424,282     1998         09/04
  Dallas, TX
Low Country Village                1,550,000      8,774,035     10,324,035           160,970     2004         06/04
  Bluffton, SC


                                      F-29




                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
MULTI-TENANT                      Encumbrances     Land       Improvements   to Basis ( C )
------------                      ------------     ----       -------------  --------------
                                                                       
MacArthur Crossing                  12,700,000    4,710,000      16,264,562
  Los Colinas, TX
Manchester Meadows                  31,064,550   14,700,000      39,737,846         (84,875)
  Town and Country, MO
Mansfield Towne Crossing            10,982,300    3,300,000      12,194,571
  Mansfield, TX
McAllen Shopping Center                  -          850,000       2,958,498
  McAllen, TX
Mesa Fiesta                              -        7,372,000      26,730,387
  Mesa, AZ
Mitchell Ranch Plaza                18,700,000    5,550,000      26,212,826         (65,767)
  New Port Richey, FL
Newnan Crossing I                   21,543,091    4,542,244      12,188,579        (832,534)
  Newnan, GA
Newnan Crossing II                   2,223,100   10,557,591      21,798,114
  Newnan, GA
Newton Crossroads                        -        3,350,000       6,926,760
  Covington, GA
North Ranch Pavilions               10,157,400    9,705,000       8,295,988          43,735
  Thousand Oaks, CA
North Rivers Town Center            11,050,000    3,350,000      15,720,415
  Charleston, SC
Northgate North                     26,650,000    7,540,000      49,077,929
  Seattle, WA
Northpointe Plaza                   30,850,000   13,800,000      37,706,966         (48,029)
  Spokane, WA
Northwoods Center                   11,192,500    3,415,000       9,474,629
  Wesley Chapel, FL
Oswego Commons                      19,262,100    6,250,000      26,629,204
  Oswego, IL
Paradise Valley Marketplace         15,680,500    6,590,000      20,425,319        (147,469)
  Phoenix, AZ
Pavilion at King's Grant             5,342,000    4,300,000       2,741,212          15,748
  Concord, NC
Peoria Crossings                    20,497,400    6,240,000      29,190,441         (68,395)
  Peoria, AZ
Phenix Crossing                          -        2,600,000       6,776,273
  Phenix City, AL
Pine Ridge Plaza                    14,700,000    5,000,000      19,802,170
  Lawrence, KS
Placentia Town Center               13,695,000   11,200,000      11,750,963
  Placentia, CA
Plaza at Marysville                 11,800,000    6,600,000      13,727,658
  Marysville, WA
Plaza at Riverlakes                      -        5,100,000      10,824,341
  Bakersfield, CA


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
MULTI-TENANT                        Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
------------                        ----      ------------   -------------  ----------------  -----------   --------
                                                                                            
MacArthur Crossing                 4,710,000     16,264,562     20,974,562           546,335   1995-1996      02/04
  Los Colinas, TX
Manchester Meadows                14,700,000     39,652,971     54,352,971           608,067   1994-1995      08/04
  Town and Country, MO
Mansfield Towne Crossing           3,300,000     12,194,571     15,494,571            74,502   2003-2004      11/04
  Mansfield, TX
McAllen Shopping Center              850,000      2,958,498      3,808,498                 -     2004         12/04
  McAllen, TX
Mesa Fiesta                        7,372,000     26,730,387     34,102,387                 -     2004         12/04
  Mesa, AZ
Mitchell Ranch Plaza               5,550,000     26,147,060     31,697,060           319,699     2003         08/04
  New Port Richey, FL
Newnan Crossing I                  4,542,244     11,356,045     15,898,289           414,663     1999         12/03
  Newnan, GA
Newnan Crossing II                10,557,591     21,798,114     32,355,705           449,285     2004         02/04
  Newnan, GA
Newton Crossroads                  3,350,000      6,926,760     10,276,760                 -     1997         12/04
  Covington, GA
North Ranch Pavilions              9,705,000      8,339,723     18,044,723           306,554     1992         01/04
  Thousand Oaks, CA
North Rivers Town Center           3,350,000     15,720,415     19,070,415           384,070   2003-2004      04/04
  Charleston, SC
Northgate North                    7,540,000     49,077,929     56,617,929           899,882   1999-2003      06/04
  Seattle, WA
Northpointe Plaza                 13,800,000     37,658,937     51,458,937           807,530   1991-1993      05/04
  Spokane, WA
Northwoods Center                  3,415,000      9,474,629     12,889,629            28,945   2002-2004      12/04
  Wesley Chapel, FL
Oswego Commons                     6,250,000     26,629,204     32,879,204            81,370   2002-2004      11/04
  Oswego, IL
Paradise Valley Marketplace        6,590,000     20,277,850     26,867,850           521,508     2002         04/04
  Phoenix, AZ
Pavilion at King's Grant           4,300,000      2,756,960      7,056,960           107,010   2002-2003      12/03
  Concord, NC
Peoria Crossings                   6,240,000     29,122,046     35,362,046           964,437   2002-2003      03/04
  Peoria, AZ
Phenix Crossing                    2,600,000      6,776,273      9,376,273                 -     2004         12/04
  Phenix City, AL
Pine Ridge Plaza                   5,000,000     19,802,170     24,802,170           421,316   1998-2004      06/04
  Lawrence, KS
Placentia Town Center             11,200,000     11,750,963     22,950,963            35,898   1973/2000      12/04
  Placentia, CA
Plaza at Marysville                6,600,000     13,727,658     20,327,658           207,702     1995         07/04
  Marysville, WA
Plaza at Riverlakes                5,100,000     10,824,341     15,924,341            66,115     2001         10/04
  Bakersfield, CA


                                      F-30




                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
MULTI-TENANT                      Encumbrances     Land       Improvements   to Basis ( C )
------------                      ------------     ----       -------------  --------------
                                                                       
Plaza Santa Fe II                   17,393,732            -      28,587,813         (59,393)
  Santa Fe, NM
Pleasant Run Towne Center           22,800,000    4,200,000      29,084,836
  Cedar Hill, TX
Promenade at Red Cliff              10,590,000    5,340,000      12,664,907
  St. George, UT
Reisterstown Road Plaza             49,650,000   15,800,000      70,371,762        (260,184)
  Baltimore, MD
Saucon Valley Square                 8,850,900    3,200,000      12,641,881
  Bethlehem, PA
Shoppes at Lake Andrew              15,656,511    4,000,000      22,996,002
  Viera, FL
The Shoppes at Park West
  (Publix Center)                    6,655,000    2,240,000       9,356,781             210
  Mt. Pleasant, SC
Shoppes at Quarterfield
(Metro Square Center)                6,067,183    2,190,000       8,839,520
  Severn, MD
Shoppes of Dallas                    7,178,700    1,350,000      11,045,345          84,202
  Dallas, GA
Shoppes of Prominence Point          9,954,300    2,850,000      11,148,965          (7,331)
  Canton, GA
The Shops at Boardwalk              20,150,000    5,000,000      30,540,431        (203,838)
  Kansas City, MO
Shops at Forest Commons              5,229,789    1,050,000       6,132,547
  Round Rock, TX
Shops at Park Place                 13,127,000    9,096,000      13,174,867         256,937
  Plano, TX
Southlake Town Square                        -   16,350,000     110,778,125
  Southlake, TX
Stilesboro Oaks                              -    2,200,000       9,426,287
  Acworth, GA
Stony Creek Marketplace             14,162,000    6,735,000      17,564,434          20,945
  Noblesville, IN
Tollgate Marketplace                39,765,000    8,700,000      61,247,363
  Bel Air, MD
Towson Circle                       19,197,500    9,050,000      17,840,034         (36,654)
  Towson, MD
University Town Center                       -            -       9,556,971
  Tuscaloosa, AL
Village Shoppes at Simonton          7,561,700    2,200,000      10,873,898         (86,687)
  Lawrenceville, GA
Watauga Pavilion                    17,100,000    5,185,000      27,503,862
  Watauga, TX
Winchester Commons                   7,235,000    4,400,000       7,471,467          (2,918)
  Memphis, TN                   --------------------------------------------------------------
SUBTOTAL MULTI-TENANT            1,423,423,471  506,632,835   2,138,977,574      (2,406,708)


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
MULTI-TENANT                        Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
------------                        ----      ------------   -------------  ----------------  -----------   --------
                                                                                            
Plaza Santa Fe II                          -     28,528,421     28,528,421           610,545   2000-2002      06/04
  Santa Fe, NM
Pleasant Run Towne Center          4,200,000     29,084,836     33,284,836                 -     2004         12/04
  Cedar Hill, TX
Promenade at Red Cliff             5,340,000     12,664,907     18,004,907           425,495     1997         02/04
  St. George, UT
Reisterstown Road Plaza           15,800,000     70,111,578     85,911,578         1,034,081   1986/2004      08/04
  Baltimore, MD
Saucon Valley Square               3,200,000     12,641,881     15,841,881           154,414     1999         09/04
  Bethlehem, PA
Shoppes at Lake Andrew             4,000,000     22,996,002     26,996,002                 -     2003         12/04
  Viera, FL
The Shoppes at Park West
  (Publix Center)                  2,240,000      9,356,991     11,596,991            57,018     2004         11/04
  Mt. Pleasant, SC
Shoppes at Quarterfield
(Metro Square Center)              2,190,000      8,839,520     11,029,520           296,973     1999         01/04
  Severn, MD
Shoppes of Dallas                  1,350,000     11,129,547     12,479,547           204,210     2004         07/04
  Dallas, GA
Shoppes of Prominence Point        2,850,000     11,141,635     13,991,635           204,307     2004         06/04
  Canton, GA
The Shops at Boardwalk             5,000,000     30,336,593     35,336,593           558,200   2003-2004      07/04
  Kansas City, MO
Shops at Forest Commons            1,050,000      6,132,547      7,182,547            18,664     2002         12/04
  Round Rock, TX
Shops at Park Place                9,096,000     13,431,805     22,527,805           593,842     2001         10/03
  Plano, TX
Southlake Town Square             16,350,000    110,778,125    127,128,125                 -   1998-2004      12/04
  Southlake, TX
Stilesboro Oaks                    2,200,000      9,426,287     11,626,287                 -     1997         12/04
  Acworth, GA
Stony Creek Marketplace            6,735,000     17,585,379     24,320,379           733,916     2003         12/03
  Noblesville, IN
Tollgate Marketplace               8,700,000     61,247,363     69,947,363           932,050   1979/1994      07/04
  Bel Air, MD
Towson Circle                      9,050,000     17,803,379     26,853,379           272,109     1998         07/04
  Towson, MD
University Town Center                     -      9,556,971      9,556,971            29,195     2002         11/04
  Tuscaloosa, AL
Village Shoppes at Simonton        2,200,000     10,787,211     12,987,211           165,348     2004         08/04
  Lawrenceville, GA
Watauga Pavilion                   5,185,000     27,503,862     32,688,862           588,588   2003-2004      05/04
  Watauga, TX
Winchester Commons                 4,400,000      7,468,549     11,868,549            45,641     1999         11/04
  Memphis, TN                   -------------------------------------------------------------
SUBTOTAL MULTI-TENANT            506,632,835  2,136,570,866  2,643,203,701        33,742,830


                                      F-31




                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
SINGLE-USER                       Encumbrances     Land       Improvements   to Basis ( C )
-----------                       ------------     ----       -------------  --------------
                                                                       
Academy Sports                       2,920,000    1,230,000       3,751,721
  Houma, LA
Academy Sports                       2,337,500    1,340,000       2,942,634
  Midland, TX
Academy Sports                       2,775,000    1,050,000       3,954,157
  Port Arthur, TX
American Express                    11,623,000    1,400,000      15,370,089
  De Pere, WI
American Express                    37,170,000    2,900,000      55,966,421
  Fort Lauderdale, FL
American Express                    33,040,000    2,800,000      49,470,089
  Greensboro, NC
American Express                    56,050,000   14,200,000      74,607,812
  Minneapolis, MN
American Express - 19th Ave.         8,260,000    2,900,000      10,170,089
  Phoenix, AZ
American Express - 31st Ave.        31,860,000    5,100,000      45,270,089
  Phoenix, AZ
CVS Pharmacy (Eckerd Drug Store)     1,850,000      975,000       2,400,249           1,336
  Edmund, OK
CVS Pharmacy (Eckerd Drug Store)     2,900,000      932,000       4,369,730
  Norman, OK
CVS Pharmacy                         1,685,000      600,000       2,469,216
  Sylacauga, AL
Eckerd Drug Store                    1,750,000      900,000       2,376,504
  Columbia, SC
Eckerd Drug Store                    1,425,000      600,000       2,033,000
  Crossville, TN
Eckerd Drug Store                    1,650,000    1,050,000       2,047,200
  Greer, SC
Eckerd Drug Store                    1,975,000      700,000       2,960,139
  Kill Devil Hills, NC
GMAC                                33,000,000    8,250,000      50,287,192
  Winston-Salem, NC
Harris Teeter                        3,960,000    1,810,000       5,152,401
  Wilmington, NC
Kohl's/Wilshire Plaza III            5,417,500    2,600,000       6,848,649
  Kansas City, MO
Shaw's Supermarket                   6,450,000    2,700,000      11,532,191        (139,774)
  New Britain, CT
Wal-Mart Supercenter                 7,100,000    1,756,000      10,913,942
  Blytheville, AR
Wal-Mart Supercenter                 6,088,500    2,397,000       8,089,320
  Jonesboro, AR
Wrangler                            11,300,000    1,218,669      16,249,921
  El Paso, TX


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
SINGLE-USER                         Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
-----------                         ----      ------------   -------------  ----------------  -----------   --------
                                                                                            
Academy Sports                     1,230,000      3,751,721      4,981,721            57,225     2004         07/04
  Houma, LA
Academy Sports                     1,340,000      2,942,634      4,282,634            17,969     2004         10/04
  Midland, TX
Academy Sports                     1,050,000      3,954,157      5,004,157            24,164     2004         10/04
  Port Arthur, TX
American Express                   1,400,000     15,370,089     16,770,089                 -     2000         12/04
  De Pere, WI
American Express                   2,900,000     55,966,421     58,866,421                 -     1975         12/04
  Fort Lauderdale, FL
American Express                   2,800,000     49,470,089     52,270,089                 -     1986         12/04
  Greensboro, NC
American Express                  14,200,000     74,607,812     88,807,812                 -     1989         12/04
  Minneapolis, MN
American Express - 19th Ave.       2,900,000     10,170,089     13,070,089                 -     1983         12/04
  Phoenix, AZ
American Express - 31st Ave.       5,100,000     45,270,089     50,370,089                 -     1985         12/04
  Phoenix, AZ
CVS Pharmacy (Eckerd Drug Store)     975,000      2,401,585      3,376,585            89,028     2003         12/03
  Edmund, OK
CVS Pharmacy (Eckerd Drug Store)     932,000      4,369,730      5,301,730           163,287     2003         12/03
  Norman, OK
CVS Pharmacy                         600,000      2,469,216      3,069,216            15,090     2004         10/04
  Sylacauga, AL
Eckerd Drug Store                    900,000      2,376,504      3,276,504            52,171   2003-2004      06/04
  Columbia, SC
Eckerd Drug Store                    600,000      2,033,000      2,633,000            43,468   2003-2004      06/04
  Crossville, TN
Eckerd Drug Store                  1,050,000      2,047,200      3,097,200            43,688   2003-2004      06/04
  Greer, SC
Eckerd Drug Store                    700,000      2,960,139      3,660,139            63,299   2003-2004      06/04
  Kill Devil Hills, NC
GMAC                               8,250,000     50,287,192     58,537,192           460,933   1980/1990      09/04
  Winston-Salem, NC
Harris Teeter                      1,810,000      5,152,401      6,962,401            62,960   1977/1995      09/04
  Wilmington, NC
Kohl's/Wilshire Plaza III          2,600,000      6,848,649      9,448,649            20,926     2004         07/04
  Kansas City, MO
Shaw's Supermarket                 2,700,000     11,392,417     14,092,417           431,997     1995         12/03
  New Britain, CT
Wal-Mart Supercenter               1,756,000     10,913,942     12,669,942           166,680     1999         07/04
  Blytheville, AR
Wal-Mart Supercenter               2,397,000      8,089,320     10,486,320           123,525     1997         08/04
  Jonesboro, AR
Wrangler                           1,218,669     16,249,921     17,468,590           248,226     1993         07/04
  El Paso, TX


                                      F-32




                                                      Initial Cost (A)
                                                   ------------------------
                                                              Buildings and   Adjustments
SINGLE-USER                       Encumbrances     Land       Improvements   to Basis ( C )
-----------                       ------------     ----       -------------  --------------
                                                                     
Zurich Towers                       81,420,000    7,900,000     121,312,096
  Schaumburg, IL                -------------------------------------------------------------
SUBTOTAL SINGLE-USER               354,006,500   67,308,669     510,544,848        (138,437)
                                -------------------------------------------------------------

CONSOLIDATED JOINT VENTURES

Cardiff Hall East                    5,108,656    1,090,000       7,607,874                -
  Towson, MD                    -------------------------------------------------------------

TOTAL INVESTMENT PROPERTIES      1,782,538,627  575,031,504   2,657,130,296      (2,545,145)
                                =============================================================


                                   Gross amount carried at end of period
                                   -------------------------------------
                                              Buildings and                    Accumulated       Date         Date
SINGLE-USER                         Land      Improvements   Total (B) (D)  Depreciation (E)  Constructed   Acquired
-----------                         ----      ------------   -------------  ----------------  -----------   --------
                                                                                            
Zurich Towers                      7,900,000    121,312,096    129,212,096           369,841   1988-1990      11/04
  Schaumburg, IL                -------------------------------------------------------------
SUBTOTAL SINGLE-USER              67,308,669    510,406,411    577,715,080         2,454,475
                                -------------------------------------------------------------

CONSOLIDATED JOINT VENTURES

Cardiff Hall East                  1,090,000      7,607,874      8,697,873            92,725     1990         10/04
  Towson, MD                    -------------------------------------------------------------

TOTAL INVESTMENT PROPERTIES      575,031,504  2,654,585,151  3,229,616,655        36,290,031
                                =============================================================


                                      F-33


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                            SCHEDULE III (CONTINUED)
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

                           December 31, 2004 and 2003

Notes:

   (A)  The initial cost to the Company represents the original purchase price
        of the property, including amounts incurred subsequent to acquisition
        which were contemplated at the time the property was acquired.

   (B)  The aggregate cost of real estate owned at December 31, 2004 for Federal
        income tax purposes was approximately $3,029,000,000 (unaudited).

   (C)  Reconciliation of real estate owned:



                                                                   2004                 2003
                                                            ---------------------------------------
                                                                                  
          Balance at beginning of period                    $      122,719,914                    -
          Purchases of property                                  3,308,730,780          127,195,469
          Payments received under master leases and
            principal escrow                                        (3,024,547)                   -
          Acquired in-place lease intangibles and
            customer relationship value                           (241,285,534)          (8,805,681)
          Acquired above market lease intangibles                  (42,302,599)          (1,595,673)
          Acquired below market lease intangibles                   84,778,641            5,925,799
                                                            ---------------------------------------

          Balance at end of period                          $    3,229,616,655          122,719,914
                                                            =======================================


   (D)  Reconciliation of accumulated depreciation:


                                                                                      
          Balance at beginning of period                    $          140,497                    -
          Depreciation expense                                      36,149,534              140,497
                                                            -------------------- ------------------

          Balance at end of period                          $       36,290,031              140,497
                                                            =======================================


                                      F-34


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                                December 31, 2004
                                   (unaudited)

The following unaudited Pro Forma Consolidated Balance Sheet is presented as if
the acquisitions of the properties and the issuance of the notes receivable had
occurred on December 31, 2004.

This unaudited Pro Forma Consolidated Balance Sheet is not necessarily
indicative of what the actual financial position would have been at December 31,
2004, nor does it purport to represent our future financial position. No pro
forma adjustments have been made for any potential property acquisitions
identified as of March 14, 2005. The Company does not consider these properties
as probable under Rule 3-14 of Regulation S-X as the Company has not completed
the due diligence process on these properties. Additionally, the Company has not
received sufficient offering proceeds or obtained firm financing commitments to
acquire all of these properties as of March 14, 2005. The Company believes it
will have sufficient cash from offering proceeds raised and from additional
financing proceeds to acquire these properties if and when the Company is
prepared to acquire these properties.

                                      F-35


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                                December 31, 2004
                                   (unaudited)
                             (Amounts in thousands)



                                                                         Historical            Pro Forma
                                                                             (A)              Adjustments           Pro Forma
                                                                     ------------------------------------------------------------
                                                                                                               
ASSETS

Net investment properties (B)                                        $        3,193,327              379,006            3,572,333
Cash and cash equivalents                                                       241,224              419,285              660,509
Restricted cash                                                                  65,923                    -               65,923
Restricted escrows                                                               17,105                    -               17,105
Investment in marketable securities and treasury contracts                        1,287                    -                1,287
Investment in unconsolidated joint ventures                                      75,261                    -               75,261
Accounts and rents receivable                                                    19,962                    -               19,962
Due from affiliates                                                                 654                    -                  654
Note receivable                                                                  31,772                  792               32,564
Acquired in-place lease intangibles and customer
  relationship value(B) (D)                                                     240,116               25,278              265,394
Acquired above market lease intangibles (B) (D)                                  40,774                2,877               43,651
Loan fees, leasing fees and loan fee deposits (G)                                19,472               (5,691)              13,781
Other assets (G)                                                                  8,939                 (103)               8,836
                                                                     ------------------------------------------------------------

Total assets                                                         $        3,955,816              821,444            4,777,260
                                                                     ============================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage and notes payable (B) (E)                                            1,783,114              357,650            2,140,764
Accounts payable                                                                  1,692                    -                1,692
Accrued offering costs due to affiliates                                          2,880                    -                2,880
Accrued interest payable                                                          4,306                    -                4,306
Tenant improvements payable                                                       5,096                    -                5,096
Accrued real estate taxes                                                         4,254                    -                4,254
Distributions payable                                                            11,378                    -               11,378
Security deposits                                                                 3,679                    -                3,679
Prepaid rental income and other liabilities                                       7,765                    -                7,765
Advances from sponsor                                                             3,523                    -                3,523
Acquired below market lease intangibles (B) (D)                                  85,986                  730               86,716
Restricted cash liability                                                        65,923                    -               65,923
Due to affiliates                                                                   957                    -                  957
                                                                     ------------------------------------------------------------

Total liabilities                                                             1,980,553              358,380            2,338,933
                                                                     ============================================================

Minority interests                                                               89,537                    -               89,537

Common stock (C)                                                                    217                   53                  270
Additional paid-in capital (net of offering costs) (C)                        1,940,018              463,011            2,403,029
Accumulated distributions in excess of net income (F)                           (54,750)                   -              (54,750)
Accumulated other comprehensive income                                              241                    -                  241
                                                                     ------------------------------------------------------------

Total stockholders' equity                                                    1,885,726              463,064            2,348,790
                                                                     ------------------------------------------------------------

Total liabilities and stockholders' equity                           $        3,955,816              821,444            4,777,260
                                                                     ============================================================


         See accompanying notes to pro forma consolidated balance sheet.

                                      F-36


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                                December 31, 2004
                                   (unaudited)

(A)  The historical column represents our Consolidated Balance Sheet as of
     December 31, 2004 as filed with the Securities Exchange Commission on Form
     10-K. As of December 31, 2004, the Company had sold 214,368,875 shares to
     the public and 3,079,003 shares were issued pursuant to the Company's
     distribution reinvestment program. In addition, the company had repurchased
     10,350 shares pursuant to the Company's share repurchase program. As a
     result, the Company received $2,171,654,780 of gross offering proceeds. In
     addition, the Company received the Advisor's capital contribution of
     $200,000 for which the Advisor was issued 20,000 shares.

(B)  The pro forma adjustments reflect the acquisition of the following
     properties or earnout components. The Company is obligated under earnout
     agreements to pay for certain tenant space in its existing properties after
     the tenant moves into its space and begins paying rent. The mortgages
     payable represent mortgages obtained from a third party, either assumed as
     part of the acquisition or subsequent to acquisition. No pro forma
     adjustment has been made for prorations or other closing costs as the
     amounts are not significant:



                                                                    Acquisition          Mortgage
                                                                       Price              Payable
                                                                  -----------------------------------
                                                                                    
PURCHASES
Fairgrounds Plaza                                                 $    21,994,000          15,982,000
Maytag Distribution Center                                             23,160,000          12,740,000
Midtown Center                                                         53,000,000          28,228,000
Hobby Lobby - Concord                                                   5,500,000           3,025,000
Stanley Works                                                          10,000,000                   -
American Express - Markham, Ontario                                    42,000,000          25,380,000
Academy Sports - San Antonio                                            7,150,000           3,933,000
Magnolia Square                                                        19,114,000          10,265,000
Cottage Plaza                                                          23,440,000          13,025,000
Village of Quail Springs                                               10,429,000           5,740,000
Holliday Towne Center                                                  14,828,000           8,050,000
Trenton Crossing                                                       29,212,000          19,307,000
CVS Pharmacy - Jacksonville                                             6,000,000                   -
CarMax - San Antonio                                                   14,600,000                   -
Southgate Plaza                                                        12,253,000                   -
Stateline Station                                                      32,000,000                   -
High Ridge Crossing                                                    13,200,000                   -
American Express - Salt Lake City                                      48,000,000          28,320,000

EARNOUTS
Reisterstown Road Plaza                                                 3,670,000                   -
John's Creek Village                                                    5,096,000                   -
Denton Crossing                                                         1,286,000                   -
Gateway Village                                                         3,636,000                   -
Mansfield Towne Crossing                                                2,275,000                   -
Heritage Towne Crossing                                                 1,276,000                   -
Boulevard at the Capital Centre                                         3,312,000                   -
                                                                  -----------------------------------

Total                                                             $   406,431,000         173,995,000
                                                                  ===================================


                                      F-37


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                                December 31, 2004
                                   (unaudited)

Allocation of net investments in properties:


                                                       
Land                                                      $         69,133,000
Building and improvements                                          309,873,000
Acquired in-place lease intangibles and customer
  relationship value                                                25,278,000
Acquired above market lease intangibles                              2,877,000
Acquired below market lease intangibles                               (730,000)
                                                          --------------------
Total                                                     $        406,431,000
                                                          ====================


(C)  Additional offering proceeds of $526,210,000, net of additional offering
     costs of $63,146,000 are reflected as received as of December 31, 2004,
     prior to the purchase of the properties and are limited to offering
     proceeds necessary to acquire the properties and offering proceeds actually
     received as of March 14, 2005. Offering costs consist principally of
     registration costs, printing and selling costs, including commissions.

(D)  Acquired intangibles represent above and below market leases and the
     difference between the property valued with the existing in-place leases
     and the property valued as if vacant as well as the value associated with
     customer relationships. The value of the acquired leases and customer
     relationship values will be amortized over the lease term.

(E)  Additional mortgages payable of $357,650,000, reflected as funded as of
     December 31, 2004, includes $173,995,000 of mortgages payable obtained
     subsequent to the acquisition of the properties described in (B) and
     $183,655,000 of new financing placed on previously acquired properties.

(F)  No pro forma assumptions have been made for the additional payment of
     distributions resulting from the additional proceeds raised.

(G)  Change in loan fees, leasing fees and loan fee deposits of $5,691,000
     represents prepaid loan fees applied to mortgage payables obtained as
     described in (E). Change in other assets of $103,000 represents advance
     purchase deposits on properties purchased as described in (B).

                                      F-38


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)

The following unaudited Pro Forma Consolidated Statement of Operations is
presented to give effect the acquisition of the properties indicated in Note B
of the Notes to the Pro Forma Consolidated Statement of Operations as though
they occurred on January 1, 2004 or the date significant operations commenced.
No pro forma adjustments have been made for any potential property acquisitions
identified as of March 14, 2005. The Company does not consider these properties
as probable under Rule 3-14 of Regulation S-X as the Company has not completed
the due diligence process on these properties. Additionally, the Company has not
received sufficient offering proceeds or obtained firm financing commitments to
acquire all of these properties as of March 14, 2005. The Company believes it
will have sufficient cash from offering proceeds raised and from additional
financing proceeds to acquire these properties if and when the Company is
prepared to acquire these properties. No pro forma adjustments were made for
Eckerd - Greer, Eckerd - Kill Devil Hills, Eckerd - Columbia, Eckerd -
Crossville, Kohl's - Wilshire Plaza III, Academy Sports - Houma, The Columns -
Phase II, Academy Sports - Port Arthur, Academy Sports - Midland, Hobby Lobby -
Concord, Stanley Works, Academy Sports - San Antonio or CVS Pharmacy -
Jacksonville as the properties were completed in 2004 and there were no
significant operations prior to the Company's acquisition. No pro forma
adjustments were made related to the Pacheco Pass and Quakertown notes
receivable as the properties were completed in 2004 and there were no
significant operations prior to the Company's funding of the notes receivable.

This unaudited Pro Forma Consolidated Statement of Operations is not necessarily
indicative of what the actual results of operations would have been for the year
ended December 31, 2004, nor does it purport to represent our future results of
operations.

                                      F-39


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                For the year ended December 31, 2004 (unaudited)
                             (Amounts in thousands)



                                                                                Pro Forma         Pro Forma
                                                              Historical       Adjustments       Adjustments
                                                                 (A)               (B)               (C)           Pro Forma
                                                            -------------------------------------------------------------------
                                                                                                            
Rental income                                               $      106,425            19,929          127,882           254,236
Tenant recovery income                                              23,155             4,031           23,090            50,276
Other property income                                                  825                 -                -               825
                                                            -------------------------------------------------------------------

Total income                                                       130,405            23,960          150,972           305,337
                                                            -------------------------------------------------------------------

General and administrative expenses                                  4,857                 -                -             4,857
Advisor asset management fee (D)                                         -                 -                -                 -
Property operating expenses (G)                                     32,522             6,149           38,481            77,152
Depreciation and amortization (E)                                   47,973             9,904           68,789           126,666
                                                            -------------------------------------------------------------------

Total expenses                                                      85,352            16,053          107,270           208,675
                                                            -------------------------------------------------------------------

Operating income                                                    45,053             7,907           43,702            96,662

Other income                                                         3,681                 -                -             3,681
Interest expense (H)                                               (33,175)           (7,577)         (49,203)          (89,955)
Realized loss on sale of treasury contacts                          (3,667)                -                -            (3,667)
Minority interests                                                     398                 -                -               398
Equity in earnings (losses) of unconsolidated
  entities                                                            (589)                -                -              (589)
                                                            -------------------------------------------------------------------

Net income (loss)                                           $       11,701               330           (5,501)            6,530
                                                            ===================================================================

Other comprehensive income:
  Unrealized gain/loss on investment securities                        241                 -                -               241
                                                            -------------------------------------------------------------------

Comprehensive income (loss)                                 $       11,942               330           (5,501)            6,771
                                                            ===================================================================

Weighted average number of shares of common stock
  outstanding, basic and diluted (F)                                98,563                                              122,413
                                                            ==============                                      ===============

Net income (loss) per share, basic and diluted (F)                     .12                                                  .05
                                                            ==============                                      ===============


    See accompanying notes to pro forma consolidated statement of operations.

                                      F-40


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)

(A)  The historical information represents the historical statement of
     operations of the Company for the period from January 1, 2004 to December
     31, 2004 as filed with the Securities Exchange Commission on Form 10-K.

(B)  Total pro forma adjustments for acquisitions consummated as of March 14,
     2005 are as though the properties were acquired January 1, 2004.



                                                         Gross Income
                                                           & Direct                                 Total
                                                           Operating           Pro Forma          Pro Forma
                                                         Expenses (1)         Adjustments        Adjustments
                                                      ----------------------------------------------------------
                                                                                                 
       Rental income                                  $            20,258              (329)              19,929
       Tenant recovery income                                       4,031                 -                4,031
                                                      ----------------------------------------------------------

       Total income                                                24,289              (329)              23,960
                                                      ----------------------------------------------------------

       Advisor asset management fee                                     -                 -                    -
       Property operating expenses                                  5,071             1,078                6,149
       Depreciation and amortization                                    -             9,904                9,904
       Interest expense                                                 -             7,577                7,577
                                                      ----------------------------------------------------------

       Total expenses                                               5,071            18,559               23,630
                                                      ----------------------------------------------------------

       Net income (loss)                              $            19,218           (18,888)                 330
                                                      ==========================================================


(1)  Audited combined gross income and direct operating expenses as prepared in
     accordance with Rule 3-14 of Regulation S-X for the following properties:

     Coram Plaza, Mesa Fiesta, Green's Corner, Newton Crossroads, Stilesboro
     Oaks, Pleasant Run Towne Crossing, Shoppes at Lake Andrew, Fairgrounds
     Plaza, Midtown Center, Trenton Crossing, Lakepointe Towne Center and
     Stateline Station.

     As previously reported, an audit of Magnolia Square was going to be 
     performed, however, no audit was required in accordance with Rule 3.14 of 
     Regulation S-X.

                                      F-41


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)

(C)  Total pro forma adjustments for acquisitions consummated as of March 14,
     2005 are as though the properties were acquired January 1, 2004. No pro
     forma adjustments were made for Eckerd - Greer, Eckerd - Kill Devil Hills,
     Eckerd - Columbia, Eckerd - Crossville, Kohl's - Wilshire Plaza III,
     Academy Sports - Houma, The Columns - Phase II, Academy Sports - Port
     Arthur, Academy Sports - Midland, Hobby Lobby - Concord, Stanley Works,
     Academy Sports - San Antonio or CVS Pharmacy - Jacksonville as the
     properties were completed in 2004 and there were no significant operations
     prior to the Company's acquisition. No pro forma adjustments were made
     related to the Pacheco Pass and Quakertown notes receivable as the
     properties were completed in 2004 and there were no significant operations
     prior to the Company's funding of the notes receivable.



                                                         Gross Income
                                                           & Direct                                 Total
                                                           Operating           Pro Forma          Pro Forma
                                                         Expenses (1)         Adjustments        Adjustments
                                                      ---------------------------------------------------------
                                                                                               
       Rental income                                  $           130,679            (2,797)            127,882
       Tenant recovery income                                      23,090                 -              23,090
                                                      ---------------------------------------------------------

       Total revenues                                             153,769            (2,797)            150,972
                                                      ---------------------------------------------------------

       Advisor asset management fee                                     -                 -                   -
       Property operating expenses                                 31,779             6,702              38,481
       Depreciation and amortization                                    -            68,789              68,789
       Interest expense                                                 -            49,203              49,203
                                                      ---------------------------------------------------------

       Total expenses                                              31,779           124,694             156,473
                                                      ---------------------------------------------------------

       Net income (loss)                              $           121,990          (127,491)             (5,501)
                                                      =========================================================


(1)  Unaudited combined gross income and direct operating expenses from January
     1, 2004 through the date of acquisition based on information provided by
     the Seller for the following properties:

     CorWest Plaza, Hickory Ridge, Shoppes at Quarterfield, Larkspur Landing,
     North Ranch Pavilion, La Plaza Del Norte, MacArthur Crossing, Promenade at
     Red Cliff, Peoria Crossings, Dorman Center, Heritage Towne Crossing,
     Paradise Valley Marketplace, Best on the Boulevard, Bluebonnet Parc, North
     Rivers Town Center, Alison's Corner, Arvada Connection and Arvada
     Marketplace, Eastwood Town Center, Watauga Pavilion, Northpointe Plaza,
     Plaza Santa Fe II, Pine Ridge Plaza, Huebner Oaks Center, John's Creek
     Village, Lakewood Towne Center, Shoppes of Prominence Point, Northgate
     North, Davis Towne Crossing, Fullerton Metrocenter, Low Country Village,
     The Shops at Boardwalk, Shoppes of Dallas, Cranberry Square, Tollgate
     Marketplace, Gateway Village, Towson Circle, Gateway Plaza, Plaza at
     Marysville, Forks Town Center, Reisterstown Road Plaza, Village Shoppes at
     Simonton, Manchester Meadows, Governor's Marketplace, Mitchell Ranch Plaza,
     The Columns, Saucon Valley Square, Lincoln Park, Harvest Towne Center,
     Boulevard at the Capital Centre, Bed, Bath & Beyond Plaza, Denton Crossing,
     Azalea Square, Lake Mary Pointe, Plaza at Riverlakes, Gurnee Town Centre,
     Mansfield Towne Crossing, Winchester Commons, Publix Center (Shoppes at
     Park West), Fox Creek Village, Oswego Commons, University Town Center,
     Edgemont Town Center, Five Forks, Placentia Town Center, Gateway Station,
     Northwoods Center, Shops at Forest Commons, Gateway Pavilions, Henry Town
     Center, McAllen Shopping Center, 23rd Street Plaza, Southlake Town Square,
     Irmo Station, Evans Towne Centre, Cottage Plaza, Village at Quail Springs,
     Phenix Crossing, Magnolia Square, Holliday Towne Center, Southgate Plaza
     and High Ridge Crossing.

                                      F-42


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)

     Gross rental income from January 1, 2004 through the date of acquisition
     based on information provided by tenant net leases for the following
     properties:

     Eckerd - Greer, Eckerd - Kill Devil Hills, Eckerd - Columbia, Eckerd -
     Crossville, Kohl's - Wilshire Plaza III, Wal-Mart Supercenter -
     Blytheville, Wrangler Company Western Headquarters, Academy Sports - Houma,
     Wal-Mart Supercenter - Jonesboro, Harris Teeter - Wilmington, GMAC
     Insurance, Academy Sports - Port Arthur, CVS Pharmacy - Sylacauga, Academy
     Sports - Midland, Zurich Towers, the American Express portfolio, Maytag
     Distribution Center, Hobby Lobby - Concord, Stanley Works, Academy Sports -
     San Antonio, CVS Pharmacy - Jacksonville, and CarMax - San Antonio.

(D)  The advisor asset management fee is expected to be subordinated to the
     shareholders' receipt of a stated return thus no amount is reflected.

(E)  Buildings and improvements will be depreciated on a straight line basis
     based upon estimated useful lives of 30 years for building and improvements
     and 15 years for site improvements. That portion of the purchase price that
     is allocated to above or below lease intangibles will be amortized on a
     straight line basis over the life of the related leases as an adjustment to
     rental income. Other leasing costs, tenant improvements, in-place lease
     intangibles and customer relationship values will be amortized on a
     straight line basis over the life of the related leases as a component of
     amortization expense.

(F)  The pro forma weighted average shares of common stock outstanding for the
     year ended December 31, 2004 was calculated using the additional shares
     sold to purchase each of the properties on a weighted average basis plus
     the 20,000 shares purchased by the Advisor in connection with our
     organization.

(G)  Management fees are calculated as 4.5% of gross revenues pursuant to the
     management agreement and are included in property operating expenses.

(H)  The pro forma adjustments relating to interest expense were based on the
     following debt terms:



                                                                          Principal       Interest           Maturity
                                                                            Balance         Rate               Date
                                                                     -----------------------------------------------------
                                                                                                           
      Academy Sports - Houma                                              2,920,000               5.120%            09/09
      Academy Sports - Midland                                            2,338,000               5.120%            01/10
      Academy Sports - Port Arthur                                        2,775,000               5.120%            11/09
      Adademy Sports - San Antonio                                        3,933,000               5.060%            02/10
      Alison's Corner                                                     3,850,000               4.272%            06/10
      American Express - Markham, Ontario                                25,380,000              4.2675%            02/15
      American Express - Depere, WI                                      11,623,000              4.2975%            01/15
      American Express - 31st Avenue - Phoenix                           31,860,000              4.2675%            01/15
      American Express - 19th Avenue - Phoenix                            8,260,000              4.2675%            01/15
      American Express - Minneapolis                                     56,050,000              4.2675%            01/15
      American Express - Greensboro, NC                                  33,040,000              4.2675%            01/15
      American Express - Fort Lauderdale, FL                             37,170,000              4.2675%            01/15
      American Express - Salt Lake City                                  28,320,000              4.2975%            03/15
      Arvada Marketplace and Arvada Connection                           28,510,000               4.130%            07/09
      Azalea Square                                                      16,535,000               5.010%            12/09
      Bed Bath & Beyond Plaza                                            11,193,000               5.170%            12/09
      Best on the Boulevard                                              19,525,000               3.990%            05/09
      Bluebonnet Parc                                                    12,100,000               4.372%            05/09
      Boulevard at the Capital Centre                                    71,500,000               5.120%            10/09


                                      F-43


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)



                                                                          Principal       Interest           Maturity
                                                                            Balance         Rate               Date
                                                                     -----------------------------------------------------
                                                                                                           
      Cardiff Hall East                                                   5,109,000               8.020%            08/10
      Cottage Plaza                                                      13,025,000               4.600%            04/10
      Coram Plaza                                                        20,755,000               4.550%            02/10
      CorWest Plaza                                                      18,150,000               4.560%            02/09
      Cranberry Square                                                   10,900,000               4.975%            08/09
      CVS Pharmacy - Sylacauga                                            1,685,000               5.060%            01/10
      Davis Towne Crossing                                                5,365,000               5.185%            09/09
      Denton Crossing                                                    35,200,000               4.300%            01/10
      Dorman Center                                                      27,610,000               4.180%            05/09
      Eastwood Towne Center                                              46,750,000               4.640%            07/09
      Eckerds Drug Stores (4)                                             6,800,000               5.275%            08/09
      Edgemont Town Center                                                8,600,000               4.430%            03/10
      Evans Towne Centre                                                  5,005,000               4.670%            02/10
      Fairgrounds Plaza                                                  15,982,000               5.690%            01/33
      Five Forks                                                          4,483,000               4.815%            02/10
      Forks Town Center                                                  10,395,000               4.970%            09/09
      Fox Creek Village                                                  11,485,000               5.210%            12/09
      Fullerton Metrocenter                                              28,050,000               5.090%            08/09
      Gateway Pavilions                                                  35,842,000               4.670%            01/10
      Gateway Plaza                                                      18,163,000               5.100%            09/09
      Gateway Village (Note A)                                           27,233,000         LIBOR + 113             07/09
      Gateway Village (Note B)                                            4,225,000         LIBOR + 200             08/05
      GMAC Insurance                                                     33,000,000               4.610%            10/09
      Governor's Marketplace                                             20,625,000               5.185%            09/09
      Green's Corner                                                      7,022,000               4.500%            02/10
      Gurnee Town Center                                                 24,360,000               4.597%            01/10
      Harris Teeter - Wilmington                                          3,960,000               4.915%            11/09
      Harvest Towne Center                                                5,005,000               4.935%            01/10
      Henry Town Center                                                  35,815,000               5.420%            01/13
      Heritage Towne Crossing                                             8,950,000               4.374%            06/09
      Hickory Ridge                                                      23,650,000               4.531%            02/09
      Hobby Lobby - Concord                                               3,025,000              5.1150%            02/10
      Holliday Towne Center                                               8,050,000               5.180%            04/10
      Huebner Oaks Center (Note A)                                       31,723,000               4.200%            07/10
      Huebner Oaks Center (Note B)                                       16,277,000               3.960%            07/10
      Irmo Station                                                        7,085,000               5.124%            02/10
      John's Creek Village                                               23,300,000               5.100%            08/09
      Kohl's - Wilshire Plaza III                                         5,418,000               5.120%            12/09
      La Plaza Del Norte                                                 32,528,000               4.610%            03/10
      Lake Mary Pointe                                                    3,658,000               5.170%            12/09
      Lakewood Towne Center (Note A)                                     44,000,000               2.680%            06/09
      Lakewood Towne Center (Note B)                                      7,260,000               3.830%            07/05
      Larkspur Landing                                                   33,630,000               4.450%            02/09
      Lincoln Park                                                       26,153,000               4.610%            11/09
      Low Country Village - Phase I                                       5,370,000               4.960%            10/09
      Low Country Village - Phase II                                      5,440,000               5.130%            05/09
      MacArthur Crossing                                                 12,700,000               4.290%            05/09
      Magnolia Square                                                    10,265,000               5.115%            03/10
      Manchester Meadows                                                 31,065,000               4.480%            09/07


                                      F-44


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2004
                                   (unaudited)



                                                                          Principal       Interest           Maturity
                                                                            Balance         Rate               Date
                                                                     -----------------------------------------------------
                                                                                                           
      Mansfield Towne Crossing                                           10,982,000               5.215%            12/09
      Maytag Distribution Center                                         12,740,000               4.840%            04/10
      McAllen Shopping Center                                             2,455,000               5.060%            03/10
      Mesa Fiesta                                                        23,500,000               5.300%            02/10
      Midtown Center                                                     28,228,000               4.460%            03/10
      Mitchell Ranch Plaza                                               18,700,000               4.480%            10/09
      Newnan Crossing II                                                  2,223,000               4.380%            05/09
      Newton Crossroads                                                   5,548,000               4.500%            02/10
      North Ranch Pavilion                                               10,157,000               4.120%            04/09
      North Rivers Town Center                                           11,050,000               4.760%            05/09
      Northgate North                                                    26,650,000               4.600%            07/08
      Northpointe Plaza                                                  30,850,000               4.272%            05/09
      Northwoods Center                                                  11,192,500               4.815%            01/10
      Oswego Commons                                                     19,262,000               4.750%            12/09
      Paradise Valley Marketplace                                        15,681,000               4.550%            05/09
      Peoria Crossings                                                   20,497,000               4.090%            04/09
      Pine Ridge Plaza                                                   14,700,000               5.085%            08/09
      Plaza at Marysville                                                11,800,000               5.085%            08/09
      Plaza Santa Fe II                                                  17,394,000               6.200%            12/12
      Pleasant Run Towne Crossing                                        22,800,000               5.215%            01/10
      Promenade at Red Cliff                                             10,590,000               4.290%            05/09
      Publix Center                                                       6,655,000               4.597%            01/10
      Reisterstown Road Plaza                                            49,650,000               5.300%            09/09
      Saucon Valley Square                                                8,851,000               5.115%            10/09
      Shoppes at Lake Andrew                                             15,657,000               5.000%            03/14
      Shoppes at Quarterfield                                             6,067,000               4.280%            04/09
      Shoppes of Dallas                                                   7,179,000               4.960%            04/09
      Shoppes of Prominence Point                                         9,954,000               5.235%            09/09
      Shops at Forest Commons                                             5,230,000               6.340%            09/13
      Southlake Town Square                                              70,571,000               4.550%            03/10
      Southlake Town Square II                                           10,429,000               4.550%            03/10
      Stilesboro Oaks                                                     6,592,000               4.500%            02/10
      The Columns - Phase I                                              11,423,000               4.910%            11/09
      The Columns - Phase II                                              3,442,000               4.950%            05/09
      The Shops at Boardwalk                                             20,150,000               4.130%            08/09
      Tollgate Marketplace                                               39,765,000          LIBOR +120             07/09
      Towson Circle (Note A)                                             15,647,500               5.100%            07/09
      Towson Circle (Note B)                                              3,550,000         LIBOR + 200             08/05
      Trenton Crossing                                                   19,307,000               4.460%            05/10
      University Town Center                                              5,810,000               4.430%            03/10
      Village at Quail Springs                                            5,740,000               5.060%            03/01
      Village Shoppes at Simonton                                         7,562,000               4.960%            10/09
      Wal-Mart Supercenter - Blytheville                                  7,100,000               4.390%            09/09
      Wal-Mart Supercenter - Jonesboro                                    6,088,500               5.085%            09/09
      Watauga Pavilion                                                   17,100,000               4.140%            06/10
      Winchester Commons                                                  7,235,000               5.120%            12/09
      Wrangler Company Western Headquarters                              11,300,000               5.090%            08/27
      Zurich Towers                                                      81,420,000               4.247%            12/34


                                      F-45


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Henry Town Center ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Henry Town Center for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
February 3, 2005

                                      F-46


                                HENRY TOWN CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                    FOR THE
                                                                               NINE MONTHS ENDED      FOR THE YEAR ENDED
                                                                               SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                               ------------------      -----------------
                                                                                  (unaudited)
                                                                                                
Gross income:
  Base rental income                                                           $        3,540,928     $        4,683,921
  Operating expense and real estate tax recoveries                                        915,538              1,147,948
                                                                               ------------------     ------------------

      Total gross income                                                                4,456,466              5,831,869
                                                                               ------------------     ------------------

Direct operating expenses:
  Operating expenses                                                                      331,664                364,629
  Insurance                                                                                78,557                114,931
  Real estate taxes                                                                       514,565                666,104
  Interest expense                                                                      1,486,640              1,978,300
                                                                               ------------------     ------------------

      Total direct operating expenses                                                   2,411,426              3,123,964
                                                                               ------------------     ------------------

      Excess of gross income over direct operating expenses                    $        2,045,040     $        2,707,905
                                                                               ==================     ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-47


                                HENRY TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  Business

Henry Town Center ("the Property") is located in McDonough, GA. The Property
consists of approximately 380,942 square feet of gross leasable area and was
approximately 100% occupied at December 31, 2003. The Property is leased to a
total of 42 tenants and has two ground leases. Of these, one tenant accounts for
approximately 22% of base rental revenue for the year ended December 31, 2003.
On December 23, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI")
acquired the Property from an unaffiliated third party.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the nine months ended September 30, 2004.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate
tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved. No
contingent rent was earned during the year ended December 31, 2003.

The Property has two ground leases that are classified as operating leases with
terms extending through 2012 and 2022. Total ground lease income was $301,228
and is included in base rental income in the accompanying Historical Summary for
the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $79,576
for the year ended December 31, 2003.

                                      F-48


                                HENRY TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

Minimum rents to be received from tenants under operating leases, which terms
range from one to 19 years, as of December 31, 2003, are as follows:



                                             YEAR
                                             ----
                                                        
                                             2004          $   4,649,668
                                             2005              4,633,825
                                             2006              4,580,016
                                             2007              4,405,775
                                             2008              3,484,283
                                          Thereafter          26,367,048
                                                           -------------

                                                           $  48,120,615
                                                           =============


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, and professional fees are excluded from the Historical Summary.

(5)  Interest Expense

IWRRETI assumed a $35,814,616 mortgage loan secured by the Property in
connection with the acquisition. This mortgage loan had an original balance of
$36,000,000, and was paid down by an additional $185,384 in 2004 prior to
IWRRETI assuming the loan. The mortgage loan bears a fixed interest rate of
5.42%, payable in monthly installments of principal and interest, and matures on
January 11, 2013.

Minimum annual principal payments under the terms of the mortgage debt are as
follows:



                                             YEAR
                                             ----
                                                        
                                             2004          $           -
                                             2005                475,022
                                             2006                501,793
                                             2007                530,073
                                             2008                554,578
                                          Thereafter          33,753,150
                                                           -------------

                                                           $  35,814,616
                                                           =============


                                      F-49


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses ("Combined Historical Summary") of the Properties
acquired from Ceruzzi Holdings for the year ended December 31, 2004. This
Combined Historical Summary is the responsibility of the management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Combined Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Properties'
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Combined Historical Summary. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Combined
Historical Summary. We believe that our audit provides a reasonable basis for
our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate
Trust, Inc., as described in note 2. It is not intended to be a complete
presentation of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties acquired from Ceruzzi Holdings for the
year ended December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.


KPMG LLP


Chicago, Illinois
January 22, 2005

                                      F-50


                    PROPERTIES ACQUIRED FROM CERUZZI HOLDINGS
    Combined Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                                            FOR THE YEAR ENDED
                                                                             DECEMBER 31, 2004
                                                                            ------------------
                                                                         
Gross income:
  Base rental income                                                        $        4,295,301
  Operating expense and real estate tax recoveries                                     444,729
                                                                            ------------------

      Total gross income                                                             4,740,030
                                                                            ------------------

Direct operating expenses:
  Operating expenses                                                                   393,558
  Insurance                                                                             31,380
  Real estate taxes                                                                    207,147
  Interest expense                                                                     931,059
                                                                            ------------------

      Total direct operating expenses                                                1,563,144
                                                                            ------------------

      Excess of gross income over direct operating expenses                 $        3,176,886
                                                                            ==================


See accompanying notes to combined historical summary of gross income and direct
operating expenses.

                                      F-51


                    PROPERTIES ACQUIRED FROM CERUZZI HOLDINGS
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                  Expenses For the year ended December 31, 2004

(1)  Business

The Properties Acquired from Ceruzzi Holdings consist of:



                                          Gross                                          Occupancy At
             Name                     Leasable Area            Location                December 31, 2004
             ----                     -------------            --------                -----------------
                                                                                     
       Coram Plaza                       141,780               Coram, NY                      92%

       Fairgrounds Plaza               Ground lease         Middletown, NY


The Properties are leased to a total of 22 tenants and has one ground lease. Of
these, one tenant and the ground lease account for 79% of base rental revenue
for the year ended December 31, 2004. On December 23, 2004 and January 5, 2005,
respectively, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired
Coram Plaza and Fairgrounds Plaza from Ceruzzi Holdings, an unaffiliated third
party. The Combined Historical Summary for the year ended December 31, 2004
includes gross income and direct operating expenses for a full year, including
the period for which IWRRETI owned Coram Plaza.

(2)  Basis of Presentation

The Combined Historical Summary of Gross Income and Direct Operating Expenses
("Combined Historical Summary") has been prepared for the purpose of complying
with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
inclusion in Form 8-K/A of IWRRETI and is not intended to be a complete
presentation of the Properties' revenues and expenses. The Combined Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Properties to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates. The Combined Historical Summary
is presented on a combined basis since the Properties were acquired from the
same seller.

(3)  Gross Income

The Properties lease retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Properties are reimbursed for common area, real
estate tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals.

The Properties have one ground lease that is classified as an operating lease
with terms extending through January 31, 2028. Total ground lease income was
$1,769,970 and is included in base rental income in the accompanying Combined
Historical Summary for the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$929,878 for the year ended December 31, 2004.

                                      F-52


                    PROPERTIES ACQUIRED FROM CERUZZI HOLDINGS
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                  Expenses For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from one to 35 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        4,233,364
                         2006                        4,142,951
                         2007                        4,048,334
                         2008                        3,948,586
                         2009                        3,971,733
                      Thereafter                    65,540,843
                                            ------------------

                                            $       85,885,811
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Properties. Repairs and maintenance
expenses are charged to operations as incurred. Costs such as depreciation,
amortization, management fees, interest expense related to mortgage debt not
assumed, and professional fees are excluded from the Combined Historical
Summary.

(5)  Interest Expense

IWRRETI assumed a $15,982,376 mortgage loan secured by Fairgrounds Plaza in
connection with the acquisition. This mortgage loan had an original balance of
$16,375,000, and was paid down by an additional $16,547 in 2005 prior to IWRRETI
assuming the loan. The mortgage loan bears a fixed interest rate of 5.69%,
payable in monthly installments of principal and interest, and matures on
February 1, 2033.

Minimum annual principal payments under the terms of the mortgage debt are as
follows:



                         YEAR
                         ----
                                         
                         2005               $          205,564
                         2006                          235,268
                         2007                          249,206
                         2008                          261,451
                         2009                          279,457
                      Thereafter                    14,751,430
                                            ------------------

                                            $       15,982,376
                                            ==================


                                      F-53


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses ("Combined Historical Summary") of the Properties
acquired from FFI American Market Fund, L.P. ("the Properties") for the year
ended December 31, 2004. This Combined Historical Summary is the responsibility
of the management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Combined Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Properties'
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Combined Historical Summary. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Combined
Historical Summary. We believe that our audit provides a reasonable basis for
our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate
Trust, Inc., as described in note 2. It is not intended to be a complete
presentation of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties acquired from FFI American Market Fund,
L.P. for the year ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.


KPMG LLP


Atlanta, Georgia
March 2, 2005

                                      F-54


             PROPERTIES ACQUIRED FROM FFI AMERICAN MARKET FUND, L.P.
    Combined Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        2,567,103
  Operating expense and real estate tax recoveries                      549,895
                                                             ------------------

     Total gross income                                               3,116,998
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    336,187
  Insurance                                                             179,097
  Real estate taxes                                                      43,656
                                                             ------------------

     Total direct operating expenses                                    558,940
                                                             ------------------

     Excess of gross income over direct operating expenses   $        2,558,058
                                                             ==================


See accompanying notes to combined historical summary of gross income and direct
operating expenses.

                                      F-55


           THE PROPERTIES ACQUIRED FROM FFI AMERICAN MARKET FUND, L.P.
              Notes to Combined Historical Summary of Gross Income
                          and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

The Properties acquired from FFI American Market Fund, L.P. ("the Properties")
consist of the following:



                                    Gross                                Occupancy at
           Name                 Leasable Area       Location          December 31, 2004
           ----                 -------------       --------          -----------------
                                                                   
     Green's Corner                82,792          Cumming, GA              100%
     Newton Crossroads             78,896         Covington, GA             100%
     Stilesboro Oaks               80,772          Acworth, GA              100%


The Properties are leased to a total of 36 tenants and has one ground lease. Of
these, one tenant, that occupies space in each of the three properties, accounts
for approximately 56% of base rental revenue for the year ended December 31,
2004. On December 29, 2004, Inland Western Retail Real Estate Trust, Inc.
("IWRRETI") acquired the Properties from FFI American Market Fund, L.P., an
unaffiliated third party. The Combined Historical Summary for the year ended
December 31, 2004 includes gross income and direct operating expenses for a full
year, including the period for which IWRRETI owned the Properties.

(2)  Basis of Presentation

The Combined Historical Summary of Gross Income and Direct Operating Expenses
("Combined Historical Summary") has been prepared for the purpose of complying
with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
inclusion in Form 8-K/A of IWRRETI and is not intended to be a complete
presentation of the Properties' revenues and expenses. The Combined Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Properties to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates. The Combined Historical Summary
is presented on a combined basis since the Properties were acquired from the
same seller.

(3)  Gross Income

The Properties lease retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Properties are reimbursed for common area, real
estate tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved. No
contingent rent was earned during the year ended December 31, 2004.

The Properties have one ground lease that is classified as an operating lease
with terms extending through July 15, 2017. Total ground lease income was
$51,106 and is included in base rental income in the accompanying Combined
Historical Summary for the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $19,354
for the year ended December 31, 2004.

                                      F-56


             PROPERTIES ACQUIRED FROM FFI AMERICAN MARKET FUND, L.P.
            Notes to Combined Historical Summary of Gross Income and
                            Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from one to 18 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        2,596,907
                         2006                        2,434,256
                         2007                        2,157,007
                         2008                        1,758,671
                         2009                        1,620,053
                      Thereafter                    14,439,590
                                            ------------------

                                            $       25,006,484
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Properties. Repairs and maintenance
expenses are charged to operations as incurred. Costs such as depreciation,
amortization, management fees, interest expense related to mortgage debt not
assumed, and professional fees are excluded from the Combined Historical
Summary.

                                      F-57


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Shoppes at Lake Andrew ("the
Property") for the year ended December 31, 2004. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Shoppes at Lake Andrew for the year ended December 31, 2004, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP


Chicago, Illinois
January 26, 2005

                                      F-58


                             SHOPPES AT LAKE ANDREW
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        1,907,240
  Operating expense and real estate tax recoveries                      385,623
                                                             ------------------

     Total gross income                                               2,292,863
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    138,198
  Insurance                                                              47,877
  Real estate taxes                                                     227,361
                                                             ------------------

     Total direct operating expenses                                    413,436
                                                             ------------------

     Excess of gross income over direct operating expenses   $        1,879,427
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-59


                             SHOPPES AT LAKE ANDREW
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

Shoppes at Lake Andrew ("the Property") is located in Melbourne, FL. The
Property consists of approximately 144,752 square feet of gross leasable area
and was approximately 100% occupied at December 31, 2004. The Property is leased
to a total of 18 tenants, of which five tenants account for approximately 65% of
base rental revenue for the year ended December 31, 2004. On December 28, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party. The Historical Summary for the year ended
December 31, 2004 includes gross income and direct operating expenses for a full
year, including the period for which IWRRETI owned the Property.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate
tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved. No
contingent rent was earned during the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $46,547
for the year ended December 31, 2004.

                                      F-60


                             SHOPPES AT LAKE ANDREW
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from one to 12 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        2,033,910
                         2006                        2,036,159
                         2007                        2,040,439
                         2008                        2,010,768
                         2009                        1,735,132
                      Thereafter                     6,987,372
                                            ------------------

                                            $       16,843,780
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-61


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Mesa Fiesta ("the Property") for
the year ended December 31, 2004. This Historical Summary is the responsibility
of the management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Mesa Fiesta for the year ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.


KPMG LLP


Atlanta, Georgia
March 2, 2005

                                      F-62


                                   MESA FIESTA
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        2,491,382
  Operating expense and real estate tax recoveries                      525,213
                                                             ------------------

     Total gross income                                               3,016,595
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    132,419
  Insurance                                                              74,524
  Real estate taxes                                                     320,061
                                                             ------------------

     Total direct operating expenses                                    527,004
                                                             ------------------

     Excess of gross income over direct operating expenses   $        2,489,591
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-63


                                   MESA FIESTA
  Notes to the Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

Mesa Fiesta ("the Property") is located in Mesa, Arizona. The Property consists
of approximately 194,892 square feet of gross leasable area and was
approximately 100% occupied at December 31, 2004. The Property is leased to a
total of 8 tenants, of which 3 tenants account for approximately 57% of base
rental revenue for the year ended December 31, 2004. On December 28, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party. The Historical Summary for the year ended
December 31, 2004 includes gross income and direct operating expenses for a full
year, including the period for which IWRRETI owned the Property.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate
tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved. No
contingent rent was earned during the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments decreased base rental income by $25,314
for the year ended December 31, 2004.

                                      F-64


                                   MESA FIESTA
  Notes to the Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from three to six years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        2,700,054
                         2006                        2,717,769
                         2007                        2,658,117
                         2008                        2,646,222
                         2009                        1,289,448
                      Thereafter                        48,038
                                            ------------------

                                            $       12,059,648
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-65


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Midtown Center ("the Property") for
the year ended December 31, 2004. This Historical Summary is the responsibility
of the management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Midtown Center for the year ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
February 19, 2005

                                      F-66


                                 MIDTOWN CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        2,984,727
  Operating expense and real estate tax recoveries                      673,088
  Contingent rent                                                        70,071
  Other income                                                            6,525
                                                             ------------------

     Total gross income                                               3,734,411
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    436,819
  Insurance                                                              21,483
  Real estate taxes                                                     353,680
                                                             ------------------

     Total direct operating expenses                                    811,982
                                                             ------------------

     Excess of gross income over direct operating expenses   $        2,922,429
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-67


                                 MIDTOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

Midtown Center ("the Property") is located in Milwaukee, Wisconsin. The Property
consists of approximately 319,108 square feet of gross leasable area and was
approximately 98% occupied at December 31, 2004. The Property is leased to a
total of 24 tenants, of which two tenants account for approximately 62% of base
rental revenue for the year ended December 31, 2004. Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") purchased the Property on January 10, 2005, from
an unaffiliated third party.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate
tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved.
Contingent rent of $70,071 was earned during the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$135,609 for the year ended December 31, 2004.

                                      F-68


                                 MIDTOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from five to 20 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        3,408,623
                         2006                        3,417,970
                         2007                        3,391,311
                         2008                        3,256,084
                         2009                        3,106,530
                      Thereafter                    30,495,875
                                            ------------------

                                            $       47,076,393
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-69


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Trenton Crossing ("the Property")
for the year ended December 31, 2004. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Trenton Crossing for the year ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP



Chicago, Illinois
February 1, 2005

                                      F-70


                                TRENTON CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        1,700,789
  Operating expense and real estate tax recoveries                      334,703
                                                             ------------------

     Total gross income                                               2,035,492
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    140,992
  Insurance                                                              55,393
  Real estate taxes                                                     294,395
                                                             ------------------

     Total direct operating expenses                                    490,780
                                                             ------------------

     Excess of gross income over direct operating expenses   $        1,544,712
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-71


                                TRENTON CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

Trenton Crossing ("the Property") is located in McAllen, TX. The Property
consists of approximately 225,560 square feet of gross leasable area and was
approximately 86% occupied at December 31, 2004. The Property is leased to a
total of 18 tenants, of which four tenants account for approximately 67% of base
rental revenue for the year ended December 31, 2004. On February 10, 2005,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate
tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved. No
contingent rent was earned during the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $68,184
for the year ended December 31, 2004.

                                      F-72


                                TRENTON CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from one to 10 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        2,180,569
                         2006                        2,199,706
                         2007                        2,191,491
                         2008                        2,159,838
                         2009                        1,704,403
                      Thereafter                     8,910,041
                                            ------------------

                                            $       19,346,048
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-73


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses ("Combined Historical Summary") of the Properties
acquired from Weber & Company for the year ended December 31, 2004. This
Combined Historical Summary is the responsibility of the management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Combined Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Properties'
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the Combined Historical Summary. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Combined
Historical Summary. We believe that our audit provides a reasonable basis for
our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate
Trust, Inc., as described in note 2. It is not intended to be a complete
presentation of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties acquired from Weber & Company for the year
ended December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.


KPMG LLP


Chicago, Illinois
February 26, 2005

                                      F-74


                    PROPERTIES ACQUIRED FROM WEBER & COMPANY
    Combined Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        3,213,870
  Operating expense and real estate tax recoveries                      747,932
  Contingent rent                                                         9,934
                                                             ------------------

     Total gross income                                               3,971,736
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    350,520
  Insurance                                                             116,888
  Real estate taxes                                                     785,759
                                                             ------------------

     Total direct operating expenses                                  1,253,167
                                                             ------------------

     Excess of gross income over direct operating expenses   $        2,718,569
                                                             ==================


See accompanying notes to combined historical summary of gross income and direct
operating expenses.

                                      F-75


                    PROPERTIES ACQUIRED FROM WEBER & COMPANY
 Notes to Combined Historical Summary of Gross Income and Direct Operating
                  Expenses For the year ended December 31, 2004

(1)  Business

The Properties acquired from Weber & Company consist of:



                                       Gross                                   Occupancy at
                  Name              Leasable Area         Location           December 31, 2004
                  ----              -------------         --------           -----------------
                                                                           
     Lakepointe Towne Crossing         193,503         Lewisville, TX               69%
     Pleasant Run Towne Crossing       205,230         Cedar Hill, TX               88%


The Properties are leased to a total of 30 tenants and has three ground leases.
Of these, eight tenants account for 65% of base rental revenue for the year
ended December 31, 2004. On December 30, 2004, Inland Western Retail Real Estate
Trust, Inc. ("IWRRETI") acquired Pleasant Run Towne Crossing from Weber &
Company, an unaffiliated third party. IWRRETI is expected to close on the
acquisition of Lakepointe Towne Crossing in the second quarter of 2005. The
Combined Historical Summary for the year ended December 31, 2004 includes gross
income and direct operating expenses for a full year, including the period for
which IWRRETI owned Pleasant Run Towne Crossing.

(2)  Basis of Presentation

The Combined Historical Summary of Gross Income and Direct Operating Expenses
("Combined Historical Summary") has been prepared for the purpose of complying
with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
inclusion in Form 8-K/A of IWRRETI and is not intended to be a complete
presentation of the Properties' revenues and expenses. The Combined Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Properties to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates. The Combined Historical Summary
is presented on a combined basis since the Properties were acquired from the
same seller.

(3)  Gross Income

The Properties lease retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Properties are reimbursed for common area, real
estate tax, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved.
Contingent rent of $9,934 was earned the year ended December 31, 2004.

The Properties have three ground leases that are classified as operating leases
with terms extending through May 31, 2024. Total ground lease income was
$147,177 and included in base rental income in the accompanying Combined
Historical Summary of the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$310,065 for the year ended December 31, 2004.

                                      F-76


                    PROPERTIES ACQUIRED FROM WEBER & COMPANY
              Notes to Combined Historical Summary of Gross Income
                          and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from two to 20 years, as of December 31, 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        4,979,148
                         2006                        5,046,516
                         2007                        5,046,516
                         2008                        4,967,816
                         2009                        4,456,005
                      Thereafter                    27,846,203
                                            ------------------

                                            $       52,342,204
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Properties. Repairs and maintenance
expenses are charged to operations as incurred. Costs such as depreciation,
amortization, management fees, interest expense related to mortgage debt not
assumed, and professional fees are excluded from the Combined Historical
Summary.

                                      F-77


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Stateline Station ("the Property")
for the year ended December 31, 2004. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Property's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Historical Summary. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the Historical Summary. We believe
that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 8 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Stateline Station for the year ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
February 26, 2005

                                      F-78


                                STATELINE STATION
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004



                                                             FOR THE YEAR ENDED
                                                              DECEMBER 31, 2004
                                                             ------------------
                                                          
Gross income:
  Base rental income                                         $        1,220,522
  Operating expense and real estate tax recoveries                      304,637
                                                             ------------------

     Total gross income                                               1,525,159
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    172,550
  Insurance                                                              40,220
  Real estate taxes                                                     197,006
                                                             ------------------

     Total direct operating expenses                                    409,776
                                                             ------------------

     Excess of gross income over direct operating expenses   $        1,115,383
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-79


                                STATELINE STATION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

(1)  Business

Stateline Station ("the Property") is located in Kansas City, MO. The Property
consists of approximately 132,152 square feet of gross leasable area and was
approximately 76% occupied at December 31, 2004. The Property is leased to a
total of 16 tenants, of which four tenants account for approximately 76% of base
rental revenue for the year ended December 31, 2004. On March 8, 2005, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third party.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Post-Effective Amendment No. 8 to the Registration Statement on Form S-11
of IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2004.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $30,917
for the year ended December 31, 2004.

                                      F-80


                                STATELINE STATION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004

Minimum rents to be received from tenants under operating leases, which terms
range from one to 11 years, as of December 31 2004, are as follows:



                         YEAR
                         ----
                                         
                         2005               $        2,003,064
                         2006                        2,027,680
                         2007                        2,029,623
                         2008                        2,037,394
                         2009                        1,877,860
                      Thereafter                     7,725,391
                                            ------------------

                                            $       17,701,012
                                            ==================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-81


                             MCALLEN SHOPPING CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2004 (unaudited)



                                                             For the year ended
                                                              December 31 2004
                                                             ------------------
                                                                 (unaudited)
                                                          
Gross income:
  Base rental income                                         $          332,768
  Operating expense and real estate tax recoveries                       38,226
                                                             ------------------

Total gross income                                                      370,994
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                     22,627
  Real estate taxes                                                      37,784
  Insurance                                                              21,110
                                                             ------------------

Total direct operating expenses                                          64,009
                                                             ------------------

Excess of gross income over direct operating expenses        $          286,421
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-82


                             MCALLEN SHOPPING CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004
                                   (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2004 has been prepared from the operating statements
provided by the owners of the property during that period and requires
management of McAllen Shopping Center to make estimates and assumptions that
affect the amounts of the revenues and expense during that period. Actual
results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2004.

                                      F-83


                                23RD STREET PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2004 (unaudited)



                                                             For the year ended
                                                              December 31 2004
                                                             ------------------
                                                                 (unaudited)
                                                          
Gross income:
  Base rental income                                         $          510,380
  Operating expense and real estate tax recoveries                       49,298
                                                             ------------------

Total gross income                                                      370,994
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                      8,968
  Real estate taxes                                                      59,455
  Insurance                                                               2,228
                                                             ------------------

Total direct operating expenses                                          70,651
                                                             ------------------

Excess of gross income over direct operating expenses        $          489,027
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-84


                                23RD STREET PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004
                                   (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2004 has been prepared from the operating statements
provided by the owners of the property during that period and requires
management of 23rd Street Plaza to make estimates and assumptions that affect
the amounts of the revenues and expense during that period. Actual results may
differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2004.

                                      F-85


                                 PHENIX CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
          For the period from July 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)



                                                             For the period from
                                                                 July 1, 2004
                                                              (commencement of
                                                             operations) through
                                                              December 31 2004
                                                             -------------------
                                                                  (unaudited)
                                                          
Gross income:
  Base rental income                                         $           298,203
  Operating expense and real estate tax recoveries                        40,844
                                                             -------------------

Total gross income                                                       339,047
                                                             -------------------

Direct operating expenses:
  Operating expenses                                                      45,019
  Real estate taxes                                                       26,419
  Insurance                                                                7,154
                                                             -------------------

Total direct operating expenses                                           78,592
                                                             -------------------

Excess of gross income over direct operating expenses        $           260,455
                                                             ===================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-86


                                 PHENIX CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
          For the period from July 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from July 1, 2004 (commencement of operations) to December 31, 2004 has
been prepared from the operating statements provided by the owners of the
property during that period and requires management of Phenix Crossing to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from July 1, 2004 (commencement of
operations) to December 31, 2004.

                                      F-87


                                 MAGNOLIA SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from February 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)



                                                             For the period from
                                                              February 1, 2004
                                                              (commencement of
                                                             operations) through
                                                               December 31 2004
                                                             -------------------
                                                                  (unaudited)
                                                          
Gross income:
  Base rental income                                         $           703,210
  Operating expense and real estate tax recoveries                       106,846
                                                             -------------------

Total gross income                                                       810,056
                                                             -------------------

Direct operating expenses:
  Operating expenses                                                      55,965
  Real estate taxes                                                       39,505
  Insurance                                                                9,876
                                                             -------------------

Total direct operating expenses                                          105,346
                                                             -------------------

Excess of gross income over direct operating expenses        $           704,710
                                                             ===================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-88


                                 MAGNOLIA SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from February 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from February 1, 2004 (commencement of operations) to December 31, 2004
has been prepared from the operating statements provided by the owners of the
property during that period and requires management of Magnolia Square to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from February 1, 2004
(commencement of operations) to December 31, 2004.

                                      F-89


                                  COTTAGE PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from November 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)



                                                             For the period from
                                                               November 1, 2004
                                                               (commencement of
                                                             operations) through
                                                               December 31 2004
                                                             -------------------
                                                                  (unaudited)
                                                          
Gross income:
  Base rental income                                         $          196,247
  Operating expense and real estate tax recoveries                       10,821
                                                             ------------------

Total gross income                                                      207,068
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                     13,398
  Real estate taxes                                                      27,217
  Insurance                                                               3,227
                                                             ------------------

Total direct operating expenses                                          43,842
                                                             ------------------

Excess of gross income over direct operating expenses        $          163,226
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-90


                                  COTTAGE PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from November 1, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from November 1, 2004 (commencement of operations) to December 31, 2004
has been prepared from the operating statements provided by the owners of the
property during that period and requires management of Cottage Plaza to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from November 1, 2004
(commencement of operations) to December 31, 2004.

                                      F-91


                            VILLAGE AT QUAIL SPRINGS
        Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2004 (unaudited)



                                                             For the year ended
                                                              December 31 2004
                                                             ------------------
                                                                 (unaudited)
                                                          
Gross income:
  Base rental income                                         $          522,678
  Operating expense and real estate tax recoveries                       80,998
                                                             ------------------

Total gross income                                                      603,676
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                     84,533
  Real estate taxes                                                      22,611
  Insurance                                                              44,546
                                                             ------------------

Total direct operating expenses                                         151,690
                                                             ------------------

Excess of gross income over direct operating expenses        $          451,986
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-92


                            VILLAGE AT QUAIL SPRINGS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004
                                   (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2004 has been prepared from the operating statements
provided by the owners of the property during that period and requires
management of Village at Quail Springs to make estimates and assumptions that
affect the amounts of the revenues and expense during that period. Actual
results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2004.

                                      F-93


                              HOLLIDAY TOWNE CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2004 (unaudited)



                                                             For the year ended
                                                              December 31 2004
                                                             ------------------
                                                                 (unaudited)
                                                          
Gross income:
  Base rental income                                         $          997,591
  Operating expense and real estate tax recoveries                      166,812
                                                             ------------------

Total gross income                                                    1,164,403
                                                             ------------------

Direct operating expenses:
  Operating expenses                                                    153,699
  Real estate taxes                                                      81,949
  Insurance                                                              28,475
                                                             ------------------

Total direct operating expenses                                         264,123
                                                             ------------------

Excess of gross income over direct operating expenses        $          900,280
                                                             ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-94


                              HOLLIDAY TOWNE CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2004
                                   (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2004 has been prepared from the operating statements
provided by the owners of the property during that period and requires
management of Holliday Towne Center to make estimates and assumptions that
affect the amounts of the revenues and expense during that period. Actual
results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2004.

                                      F-95


                               HIGH RIDGE CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
          For the period from May 17, 2004 (commencement of operations)
                      through December 31, 2004 (unaudited)



                                                             For the period from
                                                                 May 17, 2004
                                                               (commencement of
                                                             operations) through
                                                               December 31 2004
                                                             -------------------
                                                                  (unaudited)
                                                          
Gross income:
  Base rental income                                         $           347,416
  Operating expense and real estate tax recoveries                       126,501
                                                             -------------------

Total gross income                                                       473,917
                                                             -------------------

Direct operating expenses:
  Operating expenses                                                     106,893
  Real estate taxes                                                       56,962
  Insurance                                                                4,813
                                                             -------------------

Total direct operating expenses                                          168,668
                                                             -------------------

Excess of gross income over direct operating expenses        $           305,249
                                                             ===================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-96


                               HIGH RIDGE CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
          For the period from May 17, 2004 (commencement of operations)
                        to December 31, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from May 17, 2004 (commencement of operations) to December 31, 2004 has
been prepared from the operating statements provided by the owners of the
property during that period and requires management of High Ridge Crossing to
make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from May 17, 2004 (commencement of
operations) to December 31, 2004.

                                      F-97



The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

[INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. LOGO]

                                   PROSPECTUS
                       270,000,000 shares of common stock

$10.00 per share: Minimum Initial Purchase - 300 shares (100 shares for
Tax-Exempt Entities)

We are a real estate investment trust or a REIT. We were formed in 2003 to
acquire and manage properties which are located primarily in states west of the
Mississippi River. As of December 7, 2004, we owned 91 properties which have an
aggregate gross leasable area of approximately 16.1 million square feet. No
public market currently exists for our shares of common stock and our shares
cannot be readily sold.

We are offering 250,000,000 shares to investors who meet our suitability
standards; and up to 20,000,000 shares to participants in our reinvestment plan
(at $9.50 per share). The common stock will be issued in book entry form only.

The managing dealer of the offering, Inland Securities Corporation, is our 
affiliate. The managing dealer is not required to sell any specific number or 
dollar amount of shares but will use its best efforts to sell 250,000,000 of 
our shares. Your subscription payments will be placed in an escrow account 
held by the escrow agent, LaSalle Bank National Association, and will be held 
in trust for your benefit, pending release to us. Subscription proceeds are 
expected to be released to us as subscriptions are accepted. This offering 
will end no later than December [.], 2005, unless we elect to extend it to a 
date no later than December [.], 2006 in states that permit us to make this 
extension.

INVESTING IN OUR COMPANY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 12 FOR A DISCUSSION OF THE MATERIAL RISK FACTORS WHICH SHOULD
BE CONSIDERED IN CONNECTION WITH YOUR INVESTMENT IN OUR COMMON STOCK. THESE
RISKS INCLUDE:


                                                                
  -  our common stock is not currently listed or traded on an      -  there are limits on ownership, transferability and
     exchange and cannot be readily sold (and sales by                redemption of shares;
     stockholders may be made at a loss);                          -  risks that the incentive structure of fees payable
  -  we have no ownership in our business manager/advisor and         to our business manager/advisor and its affiliates
     the business manager/advisor is owned by our sponsor or          may encourage our business manager/advisor to make
     their affiliates;                                                investments that have greater risks to generate
 -   our business manager/advisor and its affiliates will             higher fees; and
     receive substantial fees, including participation in          -  although we anticipate that aggregate borrowings
     proceeds from the sale, refinancing or liquidation of our        will not exceed 55% of the combined fair market
     assets                                                           value of our properties, our charter imposes a
 -   our business manager/advisor, property managers and two of       limitation on our borrowings of less than 300% of
     our directors are subject to conflicts of interest as a          net assets and there are risks associated with a
     result of their affiliation with The Inland Group;               high amount of leverage.


The use of forecasts in this offering is prohibited. Any representations to the
contrary and any predictions, written or oral, as to the amount or certainty of
any present or future cash benefit or tax consequence which may flow from an
investment in this program is not permitted. Any stockholder loss of capital
will be limited to the amount of their investment. You should purchase these
securities only if you can afford a complete loss of your investment.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.



                                                               Per Share      Max. Offering
                                                                      
Public offering price, primary shares (1)...............     $      10.00   $   $2,500,000,000
Public offering price, distribution reinvestment program     $       9.50   $      190,000,000
Selling commissions (1).................................     $       1.05   $      262,500,000
Proceeds, before expenses, to us........................     $       8.95   $    2,427,500,000


(1) The selling commission only applies to sales of primary shares and is
composed of a 7.5% selling commission (7.0% of which is reallowable), 2.5%
marketing allowance and .5% due diligence expense allowance.

                    The date of this Prospectus is [-], 2004.



                         FOR RESIDENTS OF MICHIGAN ONLY:

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
DEPARTMENT OF CONSUMER & INDUSTRY SERVICES, MICHIGAN OFFICE OF FINANCIAL AND
INSURANCE SERVICES. THE DEPARTMENT HAS NOT UNDERTAKEN TO PASS UPON THE VALUE OF
THESE SECURITIES NOR TO MAKE ANY RECOMMENDATIONS AS TO THEIR PURCHASE.

THE USE OF THIS PROSPECTUS IS CONDITIONED UPON ITS CONTAINING ALL MATERIAL FACTS
AND THAT ALL STATEMENTS CONTAINED THEREIN ARE TRUE AND CAN BE SUBSTANTIATED. THE
DEPARTMENT HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

NO BROKER-DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING HEREBY MADE OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR EFFECTIVE
LITERATURE.

THIS IS A BEST EFFORTS OFFERING, AND WE RESERVE THE RIGHT TO ACCEPT OR REJECT
ANY SUBSCRIPTION AND WILL PROMPTLY NOTIFY THE SUBSCRIBER OF ACCEPTANCE OR
REJECTION. THERE IS NO ASSURANCE THAT THIS OFFERING WILL ALL BE SOLD. THERE ARE
NO ASSURANCES AS TO WHAT SIZE WE MAY REACH.

THERE IS NO ASSURANCE THAT OUR OPERATIONS WILL BE PROFITABLE OR THAT LOSSES WILL
NOT OCCUR.

IT IS NOT OUR POLICY TO REDEEM OUR STOCK (EXCEPT AS PROVIDED IN THIS OFFERING).

ANY REPRESENTATIONS CONTRARY TO ANY OF THE FOREGOING SHOULD BE REPORTED
FORTHWITH TO THE OFFICE OF FINANCIAL AND INSURANCE SERVICE AT 611 West Ottawa
Street, 2nd Floor Ottawa Building, P.O. Box 30701, Lansing, MI 48909-8201, or
Telephone (877) 999-6442.

                                 WHO MAY INVEST

     In order to purchase shares, you must:

     -    Meet the financial suitability standards, and

     -    Purchase a minimum number of shares.

     SUITABILITY STANDARDS

     Because an investment in our common stock is risky and is a long-term
investment, it is suitable for you only if you have adequate financial means,
you have no immediate need for liquidity in your investment and you can bear the
complete loss of your investment.

     We have established financial suitability standards for investors who
purchase shares of our common stock. In addition, residents of some states must
meet higher suitability standards under state law. These standards require you
to meet the applicable criteria below. In determining your net worth, do not
include your home, home furnishings or your automobile. INVESTORS WITH
INVESTMENT DISCRETION

                                        a


OVER ASSETS OF AN EMPLOYEE BENEFIT PLAN COVERED BY ERISA SHOULD CAREFULLY REVIEW
THE INFORMATION IN THE SECTION ENTITLED, "ERISA CONSIDERATIONS."

     GENERAL STANDARDS FOR ALL INVESTORS

     -    Minimum net worth of at least $150,000; or

     -    Minimum annual gross income of at least $45,000 and net worth of at
          least $45,000.

     Standards for Maine Residents

     -    Minimum net worth of $200,000, or

     -    Minimum annual gross income of $50,000 and a minimum net worth of
          $50,000.

     Standards for Arizona, California, Iowa, Massachusetts, Michigan, Missouri,
Oregon or Tennessee Residents

     -    Minimum net worth of $225,000, or

     -    Minimum annual gross income of $60,000 and a minimum net worth of
          $60,000.

     Standards for Kansas, Missouri, Ohio and Pennsylvania Residents

     -    In addition to meeting the general standards for all investors, your
          investment may not exceed 10% of your liquid net worth.

     In the case of sales to fiduciary accounts, these minimum standards must be
met by the beneficiary, the fiduciary account, or by the donor or grantor who
directly or indirectly supplies the funds to purchase the common stock if the
donor or the grantor is the fiduciary. INVESTORS WITH INVESTMENT DISCRETION OVER
ASSETS OF AN EMPLOYEE BENEFIT PLAN COVERED UNDER ERISA SHOULD CAREFULLY REVIEW
THE INFORMATION ENTITLED "ERISA CONSIDERATIONS."

     In the case of gifts to minors, the suitability standards must be met by
the custodian account or by the donor.

     MINIMUM PURCHASE

     Subject to the restrictions imposed by state law, we will sell shares of
our common stock only to investors who initially purchase a minimum of 300
shares of common stock for a total purchase price of $3,000, or tax-exempt
entities which purchase a minimum of 100 shares of common stock for a total
purchase price of $1,000. For investors living in Iowa, the minimum investment
for IRAs will be 300 shares of common stock for a total purchase price of
$3,000, and for investors living in Minnesota, the minimum investment for IRAs
and qualified plan accounts will be 200 shares of common stock for a total
purchase price of $2,000. Tax-exempt entities are generally any investor that is
exempt from federal income taxation, including:

     -    a pension, profit-sharing, retirement, IRA or other employee benefit
          plan which satisfies the requirements for qualification under Section
          401(a), 414(d) or 414(e) of the Internal Revenue Code;

                                        b


     -    a pension, profit-sharing, retirement, IRA or other employee benefit
          plan which meets the requirements of Section 457 of the Internal
          Revenue Code;

     -    trusts that are otherwise exempt under Section 501(a) of the Internal
          Revenue Code;

     -    a voluntary employees' beneficiary association under Section 501(c)(9)
          of the Internal Revenue Code; or

     -    an IRA which meets the requirements of Section 408 of the Internal
          Revenue Code.

     The term "plan" includes plans subject to Title I of ERISA, other employee
benefit plans and IRAs subject to the prohibited transaction provisions of
Section 4975 of the Internal Revenue Code, governmental or church plans that are
exempt from ERISA and Section 4975 of the Internal Revenue Code, but that may be
subject to state law requirements, or other employee benefit plans.

     Subject to any restrictions imposed by state law, subsequent additional
investments by current investors require a minimum investment of $25. This
limitation does not apply to the purchase of shares through the dividend
reinvestment provision.

             [THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

                                        c


                                TABLE OF CONTENTS



                                                                                                           PAGE
                                                                                                         
WHO MAY INVEST...............................................................................................a

    Suitability Standards....................................................................................a

    Minimum Purchase.........................................................................................b

PROSPECTUS SUMMARY...........................................................................................1

    Inland Western Retail Real Estate Trust, Inc.............................................................1

    The types of real estate that we may acquire and manage..................................................1

    Our sponsor, our business manager/advisor and The Inland Group...........................................2

    Conflicts of interest....................................................................................4

    Compensation to be paid to our business manager/advisor and affiliates...................................5

    Primary business objective and strategies................................................................8

    Terms of the offering....................................................................................9

    Is an investment in us appropriate for you?.............................................................10

    Distributions...........................................................................................10

    Real property investments...............................................................................10

    Share repurchase program................................................................................10

    Estimated Use of Proceeds...............................................................................11

RISK FACTORS................................................................................................12

    Our common stock is not currently listed on an exchange or trading market and cannot be
             readily sold...................................................................................12

    The price of our common stock is subjective and may not bear any relationship to what a stockholder
             could receive if it was sold...................................................................12

    You do not know what real properties and other assets we may acquire in the future, and must rely
             on our business manager/advisor, our board and officers to select them and stockholders
             will not participate in these decisions........................................................12

    Competition with third parties in acquiring properties will reduce our profitability and
             the return on your investment..................................................................12

    We will compete with real estate investment programs sponsored by companies affiliated with us
             for the acquisition of properties and for the time and services of personnel...................13


                                        i



                                                                                                         
    We plan to incur mortgage indebtedness and other borrowings, which may reduce the funds available
             for distribution, may increase the risk of loss since defaults may result in foreclosure
             and mortgages may include cross-collateralization or cross-default provisions that
             increase the risk that more than one property may be affected by a default.....................13

    If we have insufficient working capital reserves, we will have to obtain financing from other
             sources........................................................................................14

    The types of properties which we intend to acquire and the area in which we may acquire retail
             centers is limited.............................................................................14

    The aggregate amount we may borrow is limited under our articles of incorporation.......................14

    Because of the way we are organized, we would be a difficult takeover target. This could depress
             the price of our stock and inhibit a management change.........................................14

    Your investment return may be reduced if we are required to register as an investment company
             under the Investment Company Act...............................................................16

    There are many factors which can affect distributions to stockholders...................................16

    Our derivative financial instruments used to hedge against interest rate fluctuations could
             reduce the overall returns on your investment..................................................17

    We could issue more shares in the future, which could reduce the market price of our outstanding
             shares.........................................................................................18

    Our share repurchase program is limited to 5% of the weighted average number of shares of our
             stock outstanding during the prior calendar year and may be changed or terminated by
             us, thereby reducing the potential liquidity of your investment................................18

    Stockholders have limited control over changes in our policies..........................................18

    If we invest in joint ventures, the objectives of our partners may conflict with our objectives.........18

    If we sell properties by providing financing to purchasers, we will bear the risk of default
             by the purchaser...............................................................................18

    Delays in acquisitions of properties may have an adverse effect.........................................19

    We may not be able to immediately invest proceeds in real estate, which will harm your
             returns........................................................................................19

    We depend on our board of directors, business manager/advisor and property managers and losing
             those relationships could negatively affect our operations.....................................19

    There are conflicts of interest between us and our affiliates...........................................19

    We cannot predict the amounts of compensation to be paid to our business manager/advisor and our
             other affiliates...............................................................................21

    The managing dealer has not made an independent review of us or the prospectus..........................22


                                       ii



                                                                                                         
    Our rights and the rights of our stockholders to take action against our directors and officers
             and the business manager/advisor are limited...................................................22

    The business of our business manager/advisor and our property managers may be acquired by us
             without further action of our stockholders.....................................................22

    Your percentage of ownership may become diluted if we issue new shares of stock.........................23

    There are inherent risks with real estate investments...................................................23

    Adverse economic conditions in our primary geographic region and in the market for retail space
             could reduce our income and distributions to you...............................................23

    Rising expenses could reduce cash flow and funds available for future acquisitions......................24

    If our tenants are unable to make rental payments, if their rental payments are reduced, or if
             they terminate a lease, our financial condition and ability to pay distributions will
             be adversely affected..........................................................................24

    Our financial condition and ability to make distributions may be adversely affected by the
             bankruptcy or insolvency, a downturn in the business, or a lease termination of a
             tenant that occupies a large area of the retail center or an anchor tenant.....................24

    If a tenant claims bankruptcy, we may be unable to collect balances due under relevant leases...........24

    We may incur additional costs in acquiring or re-leasing retail properties..............................25

    Our properties will be subject to competition for tenants and customers.................................25

    Our properties will face competition which may affect tenants' ability to pay rent and the amount
             of rent paid to us and in turn affect the cash available for distributions and the
             amount of distributions........................................................................25

    We may be restricted from re-leasing space..............................................................25

    We may be unable to sell a property if or when we decide to do so.......................................25

    If we suffer losses that are not covered by insurance or that are in excess of insurance coverage,
             we could lose invested capital and anticipated profits.........................................26

    Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on
             September 11, 2001, and other acts of violence or war may affect the markets in which
             we operate, our operations and our profitability...............................................26

    Real estate related taxes may increase and if these increases are not passed on to tenants,
             our income will be reduced.....................................................................27

    Revenue from our properties depends on the amount of our tenants' retail revenue, making us
             vulnerable to general economic downturns and other conditions affecting the retail
             industry.......................................................................................27


                                      iii



                                                                                                         
    The costs of compliance with environmental laws and other governmental laws and regulations may
             adversely affect our income and the cash available for any distributions.......................27

    Our costs associated with complying with the Americans with Disabilities Act may affect cash
             available for distributions....................................................................28

    If a sale or leaseback transaction is recharacterized, our financial condition could be adversely
             affected.......................................................................................28

    We may incur additional costs in acquiring newly constructed properties which may adversely
             affect cash available for distributions to you.................................................29

    Our investments in unimproved real property may result in additional cost to us to comply with
             re-zoning restrictions or environmental regulations............................................29

    Construction and development activities will expose us to risks such as cost overruns, carrying
             costs of projects under construction or development, availability and costs of
             materials and labor, weather conditions and government regulation..............................29

    We may acquire or finance properties with lock-out provisions which may prohibit us from selling
             a property, or may require us to maintain specified debt levels for a period of years
             on some properties.............................................................................29

    Your investment has various federal income tax risks....................................................29

    If we fail to maintain our REIT status, our dividends will not be deductible to us and our income
             will be subject to taxation....................................................................30

    You may have tax liability on distributions you elect to reinvest in common stock.......................30

    The opinion of Duane Morris LLP regarding our status as a REIT does not guarantee our ability to
             remain a REIT..................................................................................30

    Even REITS are subject to federal and state income taxes................................................30

    An investment in our common stock may not be suitable for every employee benefit plan...................30

    The annual statement of value that we will be sending to stockholders subject to ERISA and to
             certain other plan stockholders is only an estimate and may not reflect the actual
             value of our shares............................................................................31

CAUTIONING NOTE REGARDING FORWARD-LOOKING STATEMENTS........................................................32

HOW WE OPERATE..............................................................................................34

CONFLICTS OF INTEREST.......................................................................................36

COMPENSATION TABLE..........................................................................................40

ESTIMATED USE OF PROCEEDS...................................................................................48

PRIOR PERFORMANCE OF OUR AFFILIATES.........................................................................49


                                       iv



                                                                                                        
    Prior Investment Programs...............................................................................49

    Summary Information.....................................................................................49

    Publicly Registered REITS...............................................................................51

    Private Partnerships....................................................................................54

    1031 Exchange Private Placement Offering Program........................................................55

MANAGEMENT..................................................................................................68

    Inland Affiliated Companies.............................................................................68

    Our General Management..................................................................................71

    Our Directors and Executive Officers....................................................................72

    Committees of Our Board of Directors....................................................................75

    Compensation of Directors and Officers..................................................................76

    Executive Compensation..................................................................................76

    Independent Director Stock Option Plan..................................................................77

    Our Business Manager/Advisor............................................................................78

    Our Advisory Agreement..................................................................................79

    The Property Managers and the Management Agreements.....................................................82

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OUR BUSINESS MANAGER/ADVISOR.........92

PRINCIPAL STOCKHOLDERS......................................................................................95

OUR STRUCTURE AND FORMATION.................................................................................96

    Structure...............................................................................................96

SELECTED FINANCIAL DATA.....................................................................................97

INVESTMENT OBJECTIVES AND POLICIES..........................................................................99

    General  ...............................................................................................99

    Distributions...........................................................................................99

    Types of Investments...................................................................................100

    Property Acquisition Standards.........................................................................101

    Description of Leases..................................................................................102


                                        v



                                                                                                        
    Property Acquisition...................................................................................102

    Borrowing..............................................................................................103

    Sale or Disposition of Properties......................................................................104

    Change in Investment Objectives and Policies...........................................................105

    Investment Limitations.................................................................................105

    Other Investments......................................................................................105

    Appraisals.............................................................................................106

    Return of Uninvested Proceeds..........................................................................106

    Additional Offerings and Exchange Listing..............................................................107

    Joint Ventures.........................................................................................107

    Construction and Development Activities................................................................107

    Other Policies.........................................................................................108

REAL PROPERTY INVESTMENTS..................................................................................110

    Investing in REITS.....................................................................................110

    General  ..............................................................................................110

    Insurance Coverage on Properties.......................................................................112

    Properties.............................................................................................112

    Retail Shopping Centers................................................................................113

    Neighborhood and Community Shopping Centers............................................................114

    Single-User Properties.................................................................................114

    Summary Tabular Presentation of Properties Owned.......................................................115

    Description of Properties..............................................................................124

    Potential Property Acquisitions........................................................................262

    Tenant Lease Expiration................................................................................292

    Tenant Concentration...................................................................................293

    Property Allocation....................................................................................295


                                       vi



                                                                                                        
CAPITALIZATION.............................................................................................297

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION............................................298

DESCRIPTION OF SECURITIES..................................................................................324

    Authorized Stock.......................................................................................324

    Common Stock...........................................................................................324

    Preferred Stock........................................................................................325

    Issuance of Additional Securities and Debt Instruments.................................................326

    Restrictions on Issuance of Securities.................................................................326

    Restrictions on Ownership and Transfer.................................................................327

    Anti-Takeover Provisions of Maryland Law and Our Articles of Incorporation and Bylaws..................329

SHARES ELIGIBLE FOR FUTURE SALE............................................................................332

    Shares to be Outstanding or Issuable upon Exercise or Conversion of Other Outstanding Securities.......332

    Securities Act Restrictions............................................................................332

    Independent Director Stock Option Plan.................................................................333

    Effect of Availability of Shares on Market Price of Shares.............................................333

    Registration Rights....................................................................................333

SUMMARY OF OUR ORGANIZATIONAL DOCUMENTS....................................................................335

    Articles of Incorporation and Bylaw Provisions.........................................................335

    Stockholders' Meetings.................................................................................335

    Board of Directors.....................................................................................336

    Stockholder Voting Rights..............................................................................336

    Rights of Objecting Stockholders.......................................................................337

    Stockholder Lists; Inspection of Books and Records.....................................................337

    Amendment of the Organizational Documents..............................................................338

    Dissolution or Termination of the Company..............................................................338

    Advance Notice of Director Nominations and New Business................................................338

    Restrictions on Certain Conversion Transactions and Roll-Ups...........................................339


                                       vii



                                                                                                        
    Limitation on Total Operating Expenses.................................................................341

    Transactions with Affiliates...........................................................................342

    Restrictions on Borrowing..............................................................................343

    Restrictions on Investments............................................................................343

FEDERAL INCOME TAX CONSIDERATIONS..........................................................................346

    Federal Income Taxation as a REIT......................................................................346

    Federal Income Taxation of Stockholders................................................................353

    Other Tax Considerations...............................................................................356

ERISA CONSIDERATIONS.......................................................................................357

PLAN OF DISTRIBUTION.......................................................................................360

    General  ..............................................................................................360

    Escrow Conditions......................................................................................360

    Subscription Process...................................................................................361

    Representations and Warranties in the Subscription Agreement...........................................361

    Determination of Your Suitability as an Investor.......................................................362

    Compensation We Will Pay for the Sale of Our Shares....................................................363

    Volume Discounts.......................................................................................364

    Deferred Commission Option.............................................................................365

    Indemnification........................................................................................367

HOW TO SUBSCRIBE...........................................................................................369

SALES LITERATURE...........................................................................................371

DISTRIBUTION REINVESTMENT AND SHARE REPURCHASE PROGRAMS....................................................372

    Distribution Reinvestment Program......................................................................372

    Share Repurchase Program...............................................................................373


                                      viii



                                                                                                        
REPORTS TO STOCKHOLDERS....................................................................................376

PRIVACY POLICY NOTICE......................................................................................377

LITIGATION.................................................................................................378

RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................................378

LEGAL MATTERS..............................................................................................384

EXPERTS....................................................................................................384

WHERE YOU CAN FIND MORE INFORMATION........................................................................387


Index to Financial Statements                    F-1
Appendix A - Prior Performance Tables            A-1
Appendix B - Distribution Reinvestment Plan      B-1
Appendix C - Subscription Agreement              C-1
Appendix D - Transfer on Death Designation       D-1
Appendix E1 - Letter of Direction               E1-1
Appendix E2 - Notice of Revocation              E2-1
Appendix G - Privacy Policy Notice               G-1

                                       ix


                               PROSPECTUS SUMMARY

     This summary highlights all of the material information in this prospectus.
Because this is a summary, it does not contain all the information that may be
important to you. You should read this entire prospectus and its appendices
carefully before you decide to invest in our shares of common stock.

     INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

     We are a Maryland corporation formed in March 2003 and we operate as a real
estate investment trust, or a REIT, for federal and state income tax purposes.
Our company owns all of our assets, either directly or indirectly.

     Our principal executive offices are located at 2901 Butterfield Road, Oak
Brook, Illinois 60523 and our telephone number is (630) 218-8000.

     THE TYPES OF REAL ESTATE THAT WE MAY ACQUIRE AND MANAGE

     Our business manager/advisor is experienced in acquiring and managing real
estate, particularly retail focused shopping centers. We acquire and manage a
diversified (by geographical location and by type and size of retail centers)
portfolio of real estate primarily improved for use as retail establishments,
principally multi-tenant shopping centers. Our portfolio does and will consist
predominantly of grocery and discount store anchored retail, including net lease
retail. We may acquire certain mixed use properties that may include lodging,
office and/or multi-family residential if they are part of a retail center. And,
we may also acquire other types of retail shopping centers, such as enclosed
malls, outlet malls and power centers. We also anticipate acquiring real estate
improved with other commercial facilities which provide goods and services as
well as double or triple net leased properties, which are either commercial or
retail, including properties acquired in sale and leaseback transactions. A
triple-net leased property is one which is leased to a tenant who is responsible
for the base rent and all costs and expenses associated with their occupancy,
including property taxes, insurance, repairs and maintenance.

     The geographic focus of our portfolio continues to be western U.S. markets;
yet, at the present time, we believe that properties available for sale east of
the Mississippi River are offering more favorable investment returns. Our
objective continues to be to acquire quality properties primarily for income as
distinguished from primarily for capital gain. As a result, many of our recently
acquired properties and properties that we currently have under contract for
purchase are located in eastern U.S. markets. However, over the long-term, we
expect the portfolio to consist of properties located primarily west of the
Mississippi River. Where feasible, we will endeavor to acquire multiple
properties within the same major metropolitan markets where the acquisitions
result in efficient property management operations with the potential to achieve
market dominance. As a result, we may have clusters of properties east of the
Mississippi.

     We do not intend to invest in real estate properties that are primarily:

     -    farms;
     -    health care facilities;
     -    industrial properties;
     -    leisure home sites;
     -    manufacturing facilities;
     -    mining properties;
     -    ranches;
     -    single-family residential properties;

                                        1


     -  timberlands; or
     -  unimproved properties not intended to be developed (vacant land).

     Subject to compliance with the applicable requirements under the federal
income tax laws, we may also undertake construction and development activities
and render services in connection with such activities.

     OUR SPONSOR, OUR BUSINESS MANAGER/ADVISOR AND THE INLAND GROUP

     Our sponsor is Inland Real Estate Investment Corporation, which is owned by
The Inland Group, Inc. The Inland Group, together with its subsidiaries and
affiliates, is a fully-integrated group of legally and financially separate
companies that have been engaged in diverse facets of real estate for over 35
years providing property management, leasing, marketing, acquisition,
disposition, development, redevelopment, syndication, renovation, construction,
finance and other related services. Inland Western Retail Real Estate Advisory
Services, Inc., is a wholly owned subsidiary of our sponsor and is our business
manager/advisor. Inland Securities Corporation, another affiliate of The Inland
Group, is the managing dealer of this offering. Inland US Management LLC, Inland
Southwest Management LLC and Inland Pacific Management LLC, our property
managers, are entities owned principally by individuals who are affiliates of
The Inland Group. The principal executive offices of The Inland Group, our
sponsor, and our business manager/advisor are located at 2901 Butterfield Road,
Oak Brook, Illinois 60523 and their telephone number is (630) 218-8000. The
principal executive offices of our property managers are located at 2907
Butterfield Road, Oak Brook, Illinois 60523 and their telephone number is (630)
218-8000.

     The following organizational chart depicts the services that affiliates or
our sponsor will render to us and our organizational structure.

                                       2


 The following organizational chart depicts the services that affiliates of our
           sponsor will render to us and our organizational structure.

                              ORGANIZATIONAL CHART


                                                                         
               ------------------            ---------           ---------           ---------
               Daniel L. Goodwin*            Robert H.           G. Joseph           Robert D.
                                               Baum*              Cosenza*            Parks*
               ------------------            ---------           ---------           ---------
                       ||                       ||                  ||                  ||
=================================================================================================================
    ||          ||          ||          ||                                                              ||
----------  ----------  ----------  ----------                                                          ||
  Inland      Inland      Inland      Inland                                                            ||
Northwest   Southwest    Western     Pacific                                                 -----------------------
Management  Management  Management  Management                                               THE INLAND GROUP, INC.*
  Corp.       Corp.       Corp.       Corp.                                                  -----------------------
----------  ----------  ----------  ----------                                                          ||
    ||          ||          ||          ||                                                              ||
==============================================       ==========================================================================
                      ||                                      ||                       ||                         ||         ||
                      ||                                      ||                       ||                         ||         ||
---------------------------------------------------  ------------------- -----------------------------   ------------------- ||
           Inland Holdco Management LLC              The Inland Services          Inland Real             The Inland Real    ||
                                                         Group, Inc.     Estate Investment Corporation   Estate Transactions ||
                                                                                 (our sponsor)               Group, Inc.     ||
---------------------------------------------------  ------------------- -----------------------------   ------------------- ||
    |                 |                  |                    ||                               ||        ||                  ||
    |                 |                  |                    ||                               ||        ||                  ||
----------    ----------------     --------------             ||                               ||        ||                  ||
Inland US     Inland Southwest     Inland Pacific             ||                               ||        ||                  ||
Management        Property            Property         ---------------                         ||        ||                  ||
   LLC           Management          Management        Inland Risk and                         ||        ||                  ||
(property           LLC                 LLC               Insurance                            ||        ||                  ||
 manager)        (property           (property            Management                           ||        ||                  ||
                  manager)            manager)          Services, Inc.                         ||        ||                  ||
----------    ----------------     --------------      ---------------                         ||        ||                  ||
    |                |                    |                   |                                ||        ||                  ||
    |                |                    |                   |                                ||        ||                  ||
---------------------------------------------------           |                                ||        ||                  ||
         |                                                    |                                ||        ||                  ||
         |                                                    |                                ||        ||                  ||
         |                  ----------------------------------------------------------         ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |              ========================================================      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |       Inland Securities   Inland Western Retail Real   Inland Partnership  ||     Inland Mortgage
         |                  |          Corporation    Estate Advisory Services, Inc.   Property Sales    ||  Investment Corporation
         |                  |                         (our business manager/advisor)    Corporation      ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |          |                 |                                               ||              ||
         |                  |          |                 |         ========================================        ============
         |                  |          |                 |         ||           ||                       ||        ||         ||
         |                  |          |                 |         ||       -----------                  ||        ||    -----------
         |            ------------     |                 |    -----------   Inland Real  ------------------  -----------   Inland
         |              Insurance      |                 |    Inland Real     Estate         Inland Real       Inland     Mortgage
         |              Services       |                 |      Estate      Development        Estate         Mortgage    Servicing
         |            ------------     |                 |    Sales, Inc.   Corporation  Acquisitions, Inc.  Corporation Corporation
         |                  |          |                 |    -----------   -----------  ------------------  ----------- -----------
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |   --------------      |                |               |           |
         |                  |          |                 |    Real Estate        |                |               |           |
-----------------------     |          |                 |   Sales Services      |                |               |           |
Property Management and     |          |                 |   --------------      |                |               |           |
    Related Services        |          |                 |         |             |                |               |           |
-----------------------     |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  | ----------------  -----------------  |     ----------------     -----------   ---------   ---------
         |                  | Securities Sales    Organization,    |     Construction and      Property     Mortgage    Mortgage
         |                  |                   Advisory and Real  |        Development       Acquisition   Brokerage     Loan
         |                  |                    Estate Services   |         Services          Services     Services    Servicing
         |                  | ----------------  -----------------  |     ----------------     -----------   ---------   ---------
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
-----------------------------------------------------------------------------------------------------------------------------------
                                           Inland Western Retail Real Estate Trust, Inc.
                We are principally owned by public investors. Ownership is represented by shares of our common stock
-----------------------------------------------------------------------------------------------------------------------------------


Solid lines indicate 100% ownership. Broken lines indicate service.

* The four indicated individuals control The Inland Group, Inc. and own
substantially all of its stock.

                                        3


     Investment in shares of our common stock involves risks. If we are unable
to effectively manage the impact of these risks, we may not meet our investment
objectives and, therefore, you may lose some or all of your investment. The
following is a summary of the material risks which we believe are most relevant
to an investment in the shares. These risks are generally listed in the order of
priority.

     -    our common stock is not currently listed or traded on an exchange and
          cannot be readily sold (and sales by stockholders may be made at a
          loss);

     -    although we anticipate that aggregate borrowings will not exceed 55%
          of the combined fair market value of our properties, our charter
          imposes a limitation on our borrowings of less than 300% of net assets
          and there are risks associated with a high amount of leverage;

     -    we have no ownership in our business manager/advisor and the business
          manager/advisor is owned by our sponsor or their affiliates;

     -    our business manager/advisor and its affiliates will receive
          substantial fees, including participation in proceeds from the sale,
          refinancing or liquidation of our assets;

     -    our business manager/advisor, property managers and two of our
          directors are subject to conflicts of interest as a result of their
          affiliation with The Inland Group, including conflicts of interest
          relating to:

          -    the negotiation of the terms of the advisor and property
               management agreements;
          -    the allocation of their time between us and their other business
               ventures;
          -    decisions whether to acquire and dispose of properties;
          -    the purchase and sale of properties to or from the business
               manager/advisor and our affiliates; and
          -    the allocation of investment opportunities between us and their
               other business ventures.

     -    we may make distributions that include a return of principal for
          federal tax purposes;

     -    there are limits on ownership, transferability and redemption of
          shares;

     -    our investment policies and strategies may be changed without
          stockholder consent;

     -    our investments will lack geographic diversification; and

     -    risks that incentive structure of fees payable to our business
          manager/advisor and its affiliates may encourage our business
          manager/advisor to make investments that have greater risks to
          generate higher fees.

     CONFLICTS OF INTEREST

     CONFLICTS OF INTEREST EXIST BETWEEN US AND SOME OF OUR AFFILIATES,
INCLUDING OUR BUSINESS MANAGER/ADVISOR. THESE AFFILIATES INCLUDE INLAND REAL
ESTATE CORPORATION, INLAND RETAIL REAL ESTATE TRUST, INC. AND INLAND REAL ESTATE
EXCHANGE CORPORATION. INLAND REAL ESTATE CORPORATION IS A PUBLICLY TRADED REIT
THAT IS SELF-ADMINISTERED AND IS NO LONGER AFFILIATED WITH THE INLAND GROUP.
INLAND REAL ESTATE CORPORATION PURCHASES SHOPPING CENTERS LOCATED IN THE
MIDWEST. INLAND RETAIL REAL ESTATE TRUST, INC. IS AFFILIATED WITH THE INLAND
GROUP. INLAND RETAIL REAL ESTATE TRUST, INC. GENERALLY PURCHASES SHOPPING
CENTERS LOCATED EAST OF THE MISSISSIPPI RIVER. INLAND REAL

                                        4


ESTATE EXCHANGE CORPORATION IS A SUBSIDIARY OF INLAND REAL ESTATE INVESTMENT
CORPORATION. INLAND REAL ESTATE EXCHANGE CORPORATION PROVIDES REPLACEMENT
PROPERTIES FOR PEOPLE WISHING TO COMPLETE AN IRS SECTION 1031 REAL ESTATE
EXCHANGE. Midwest Real Estate Equities, Inc. is not a subsidiary of The Inland
Group, Inc or its affiliates but does have some of the same shareholders as The
Inland Group, Inc. Midwest Real Estate Equities buys, manages and sells
commercial and multi-family property.

     Some of these conflicts include:

     -    competition for the time and services of personnel that work for us
          and our affiliates, including such persons as Daniel L. Goodwin,
          Robert H. Baum, G. Joseph Cosenza, Robert D. Parks, Thomas P.
          McGuinness, Roberta S. Matlin and Brenda G. Gujral, which may limit
          the amount of time these people may spend on our business matters;

     -    substantial compensation payable by us to Inland Securities
          Corporation, Inland Western Retail Real Estate Advisory Services,
          Inc., Inland US Management LLC, Inland Southwest Management LLC and
          Inland Pacific Management LLC for their various services which may not
          be on market terms and is payable, in most cases, whether or not our
          stockholders receive distributions;

     -    competition for properties, although our affiliates are governed by
          the Property Acquisition Service Agreement which, with certain
          limitations, gives us a right of first refusal for certain properties
          west of the Mississippi River; and

     -    the possibility that we may do business with entities that have
          pre-existing relationships with our affiliates which may result in a
          conflict between our business and the ongoing business relationships
          our affiliates have with each other.

     Conflicts of interest may also arise in connection with the potential sale
or refinancing of our properties or the enforcement of agreements.

     We have an option to acquire or consolidate into us the business conducted
by our business manager/advisor and/or our property managers for shares of
common stock.

     COMPENSATION TO BE PAID TO OUR BUSINESS MANAGER/ADVISOR AND AFFILIATES

     We pay our business manager/advisor and affiliates substantial fees for
managing our business.

     We will also pay the business manager/advisor and other affiliates of our
sponsor a number of other fees for services or expense reimbursements during our
offering, operational and liquidation stage.

                                        5


     Set forth below is a tabular summary of fees and compensation payable to
our business manager/advisor and other affiliates.

Type of Compensation

Nonsubordinated payments:

     Offering stage:

Selling commissions                     7.5% of the sale price for each share
                                        Estimated maximum: $187,500,000. Through
                                        September 30, 2004, we have incurred
                                        $135,587,028 in selling commissions in
                                        connection with our initial public
                                        offering. In our initial public
                                        offering, we intend to sell 250,000,000
                                        shares of our common stock at $10.00 per
                                        share.


Marketing allowance and due             2.5% of the gross offering proceeds for
diligence expense allowance             marketing allowance and 0.5% of the
                                        gross offering proceeds for due
                                        diligence expense allowance. Through
                                        September 30, 2004, we have incurred
                                        $16,811,558 in marketing allowance and
                                        due diligence expense allowance in
                                        connection with our initial public
                                        offering. The actual amount of marketing
                                        allowance and due diligence expense
                                        allowance in connection with this
                                        offering will depend on the number of
                                        shares sold. If there are no special
                                        sales, and we sell the maximum number of
                                        shares offered, approximately
                                        $75,000,000 will be paid for the
                                        marketing allowance and the due
                                        diligence expense allowance.

Reimbursable expenses and other         Estimated amount: $14,684,000. Through
expenses of issuance                    September 30, 2004, we have incurred
                                        $969,524 of reimbursable expenses to our
                                        business manager/advisor in connection
                                        with our initial public offering. In
                                        addition, in connection with our initial
                                        public offering, as of December 31,
                                        2003, our business manager/advisor had
                                        advanced an aggregate of approximately
                                        $1,763,306 for the payment of offering
                                        expenses to non-affiliated third
                                        parties, all of which has been repaid.
                                        Our sponsor has not advanced any
                                        reimbursable expenses in connection with
                                        this offering. We may reimburse up to
                                        $14,684,000 for offering expenses
                                        advanced if we sell the maximum number
                                        of shares offered.

                                        If the offering is not successful, then
                                        our sponsor will be solely responsible
                                        for the offering expenses to the extent
                                        it has not been reimbursed.

                                        6


Acquisition stage:

Acquisition expenses                    We will reimburse Inland Real Estate
                                        Acquisitions, Inc. for costs incurred,
                                        on our behalf, in connection with the
                                        acquisition of properties. We will pay
                                        an amount, estimated to be up to 0.5% of
                                        the total of (1) the gross offering
                                        proceeds from the sale of 250,000,000
                                        shares and (2) the gross proceeds from
                                        the sale of up to 20,000,000 shares
                                        pursuant to the distribution
                                        reinvestment programs. The acquisition
                                        expenses for any particular property
                                        will not exceed 6% of the gross purchase
                                        price of the property.

Operational stage:

Property management fee                 4.5% of the gross income from the
This fee terminates upon a business     properties. (cannot exceed 90% of the
combination with our property           fee which would be payble to an
managers.                               unrelated third party). We will pay the
                                        fee for services in connection with the
                                        rental, leasing, operation and
                                        management of the properties. For the
                                        year ended December 31, 2003, and the
                                        nine months ended September 30, 2004, we
                                        have incurred and paid property
                                        management fees of $16,627 and
                                        $2,847,427, of which $16,627 and
                                        $2,847,427 were retained by Inland US
                                        Management LLC, Inland Southwest
                                        Management LLC and Inland Pacific
                                        Management LLC. Actual amounts we will
                                        incur in the future cannot be determined
                                        at the present time.

Loan servicing fee and mortgage         0.08% of the total principal amount of
brokerage fee                           the loans being serviced for each full
                                        year, up to the first $100 million and a
                                        lesser percentage on a sliding scale
                                        thereafter. For the year ended December
                                        31, 2003, and the nine months ended
                                        September 30, 2004, we have incurred and
                                        paid $328 and $63,978 to Inland Mortgage
                                        Servicing Corporation. For the year
                                        ended December 31, 2003, and the nine
                                        months ended September 30, 2004, we have
                                        incurred and paid $59,523 and $2,241,986
                                        to Inland Mortgage Investment
                                        Corporation.

Reimbursable expenses relating to       The compensation and reimbursements to
administrative services                 our business manager/advisor and its
                                        affiliates will be approved by a
                                        majority of our directors. Actual
                                        amounts cannot be determined at the
                                        present time. These may include cost of
                                        goods and services and non-supervisory
                                        services performed directly for us by
                                        independent parties.

                                        7


Liquidation stage:

Property disposition fee                Lesser of 3% of sales price or 50% of
This fee terminates upon a business     the customary commission which would be
combination with our business           paid to a third party. Actual amounts
manager/advisor.                        cannot be determined at the present
                                        time.

     Subordinated payments:

     Operational stage:

Advisor asset management fee            Not more than 1% per annum of our
This fee terminates upon a business     average assets; subordinated to a
combination with our business           non-cumulative, non-compounded return,
manager/advisor.                        equal to 6% per annum. Actual amounts
                                        cannot be determined at the present
                                        time. We will pay the fee for services
                                        in connection with our day-to-day
                                        operations, including administering our
                                        bookkeeping and accounting functions,
                                        services as our consultant in connection
                                        with policy decisions made by our board,
                                        managing our properties or causing them
                                        to be managed by another party and
                                        providing other services as our board
                                        deems appropriate. As of September 30,
                                        2004, we have not paid or accrued any
                                        advisor asset management fees. Actual
                                        amounts we will incur in the future
                                        cannot be determined at the present
                                        time.

     Liquidation stage:

Incentive advisory fee                  After our stockholders have first
This fee terminates upon a business     received a 10% cumulative,
combination with the business           non-compounded return and a return of
manager/advisor.                        their net investment, an incentive
                                        advisory fee equal to 15% on net
                                        proceeds from the sale of a property
                                        will be paid to our business
                                        manager/advisor.

     PRIMARY BUSINESS OBJECTIVE AND STRATEGIES

     Our primary business objective is to enhance the performance and value of
our properties through active management. Key elements of our strategy are:

     Acquisitions:

     -    To selectively acquire real properties that are diversified types and
          well-located.

     -    To selectively acquire properties on an all-cash basis if necessary to
          provide us with a competitive advantage over potential purchasers who
          must secure financing. We may, however, acquire properties subject to
          existing indebtedness if we believe this is in our best interest. We
          may acquire properties free and clear of permanent mortgage debt by
          paying the entire purchase price of each property in cash or for
          shares, interests in entities that own one or more of our properties
          or a combination of these. However, as of the date of this

                                        8


          prospectus, we had not paid the purchase price of any properties using
          shares or interests in entities that will own our properties.

     -    To diversify geographically within the states west of the Mississippi
          by acquiring properties primarily located in major metropolitan areas
          to minimize the potential adverse impact of economic downturns in
          local markets.

     Operations:

     -    We intend to continue to actively manage costs and minimize operating
          expenses by centralizing all management, leasing, marketing,
          financing, accounting, renovation and data processing activities.

     -    We intend to improve rental income and cash flow by aggressively
          marketing rentable space.

     -    We intend to continue to emphasize regular maintenance and periodic
          renovation to meet the needs of tenants and to maximize long-term
          returns.

     -    We intend to continue to maintain a diversified tenant base at our
          retail centers, consisting primarily of retail tenants providing
          consumer goods and services.

     TERMS OF THE OFFERING

     If we sell the maximum amount of shares under the offering, we will have
sold a total of 500,020,000 shares, assuming that we sell all of the 250,000,000
shares offered in our initial public offering which began September 2003. These
numbers do not include shares issued upon exercise of options granted and which
may be granted under our independent director stock option plan, nor do they
include shares issued pursuant to our existing distribution reinvestment
program.

     We are offering a maximum of 250,000,000 shares on a best efforts basis
through the managing dealer at $10.00 per share, subject to discounts in some
cases. An offering on a best efforts basis is one in which the securities
dealers participating in the offering are under no obligation to purchase any of
the securities being offered and, therefore, no specified number of securities
are guaranteed to be sold and no specified amount of money is guaranteed to be
raised from the offering.

     We are also offering up to 20,000,000 shares at a purchase price of $9.50
per share to stockholders who elect to participate in our distribution
reinvestment program.

     The offering price of our shares is subjective and was determined by our
board of directors. Our board of directors determined the offering price based
upon the offering price in our initial public offering in September 2003, the
offering price of earlier REITs organized by our sponsor, the range of other
REITs that do not have a public trading market and the recommendation of the
managing dealer based on its consultations with likely soliciting dealers.

                                        9


     IS AN INVESTMENT IN US APPROPRIATE FOR YOU?

     An investment in us might be appropriate as part of your investment
portfolio if:

     -    You are looking for regular distributions. We intend to pay regular
          monthly distributions to our domestic stockholders and regular
          quarterly distributions to our foreign stockholders. We have paid
          regular distributions to our domestic and foreign stockholders for the
          past nine months and the past three quarters. The maximum time that
          you should have to wait to receive the first distribution is 45 days
          from the date in which we accept your subscription.

     -    You are looking for a hedge against inflation. We have, and intend to
          continue to hedge against inflation by entering into leases with
          tenants which provide for scheduled rent escalations or participation
          in the growth of tenant sales. This is designed to provide increased
          distributions and capital appreciation.

     -    You are looking for capital preservation and appreciation. We intend
          to acquire, a portfolio of diverse properties, usually on an all cash
          basis, that are well located. After acquiring these properties, we may
          finance them, but we anticipate that aggregate borrowings secured by
          our properties will not exceed 55% of their combined fair market
          value. Currently, our aggregate borrowings secured by our properties
          is approximately 55% of their combined fair market value.

     WE CANNOT GUARANTEE THAT WE WILL ACHIEVE THESE OBJECTIVES.

     DISTRIBUTIONS

     We have and intend to continue to pay regular monthly distributions to our
domestic stockholders and regular quarterly distributions to our foreign
stockholders. The maximum time that you should have to wait to receive the first
distribution is 45 days from the date in which we accept your subscription.

     In order to maintain our REIT status under federal income tax laws, we
intend to distribute at least 90% of our taxable income to our stockholders. For
federal income tax purposes only, we may make distributions that include a
return of principal or an amount in excess of 95% of cash available to us.

     REAL PROPERTY INVESTMENTS

     As of December 7, 2004, our real estate portfolio was comprised of 91
properties containing approximately 16.1 million square feet of gross leasable
area. The 91 properties consist of 42 retail shopping centers, 26 neighborhood
and community shopping center properties, 18 single-user facilities and five
joint venture retail shopping centers that we have operating control of, located
in 25 states.

     SHARE REPURCHASE PROGRAM

     We have instituted a share repurchase program. Our share repurchase program
provides eligible stockholders with limited interim liquidity by enabling them
to sell shares back to us. The prices at which shares may be sold back to us
will be one year from the purchase date at $9.25 per share; two years from the
purchase date at $9.50 per share; three years from the purchase date at $9.75
per share; and four years from the purchase date at the greater of $10.00 per
share or a price equal to ten times our "funds available for distribution" per
weighted average share outstanding for the prior calendar year. We may
terminate, reduce or otherwise change the above share repurchase program.

                                       10


     ESTIMATED USE OF PROCEEDS

     The amounts listed in the table below represent our current estimates
concerning the use of the offering proceeds. Since these are estimates, they may
not accurately reflect the actual receipt or application of the offering
proceeds. The amounts set forth below assume:

     -    we sell the maximum of 250,000,000 shares in this offering at $10 per
          share; and

     -    we sell the maximum of 20,000,000 shares in our distribution
          reinvestment program at $9.50 per share.

     We have not given effect to any special sales or volume discounts which
could reduce selling commissions.



                                                                                MAXIMUM OFFERING
                                                                        (INCLUDING SHARES SOLD UNDER THE
                                                                       DISTRIBUTION REINVESTMENT PROGRAM)
                                                                    -------------------------------------
                                                                         AMOUNT             PERCENT
                                                                    ----------------    -----------------
                                                                                     
Gross proceeds...................................................   $  2,690,000,000       100.00%
                                                                    ----------------    -----------------
Less expenses:
     Selling commissions.........................................        187,500,000         6.97%
     Marketing allowance.........................................         62,500,000         2.32%
     Due diligence expense allowance.............................         12,500,000         0.46%
                                                                    ----------------    -----------------
     Organization and offering...................................         14,684,000          .55%
                                                                    ----------------    -----------------
     Total expenses..............................................        277,184,000        10.30%
                                                                    ----------------    -----------------

Gross amount available...........................................      2,412,816,000        89.70%
Less
     Acquisition expenses........................................         13,450,000         0.50%
     Working capital reserve.....................................         26,900,000         1.00%
                                                                    ----------------    -----------------
Net cash available...............................................   $  2,372,466,000        88.20%
                                                                    ================    =================


     We will pay the managing dealer cash selling commissions of up to 7.5% on
all of the 250,000,000 shares of common stock sold on a best-efforts basis. No
selling commission is paid on shares sold through our distribution reinvestment
program.

                                       11


                                  RISK FACTORS

     An investment in our shares involves significant risks and therefore is
suitable only for those persons who understand those risks and the consequences
of their investment and who are able to bear the risk of loss of their entire
investment. You should consider the following material risks in addition to
other information set forth elsewhere in this prospectus before making your
investment decisions.

     OUR COMMON STOCK IS NOT CURRENTLY LISTED ON AN EXCHANGE OR TRADING MARKET
AND CANNOT BE READILY SOLD. There is currently no public trading market for the
shares and we cannot assure you that one will develop. We may never list the
shares for trading on a national stock exchange or include the shares for
quotation on a national market system. The absence of an active public market
for our shares could impair your ability to sell our stock at a profit or at
all. By September 15, 2008 our board of directors will determine whether it is
in our best interests to apply to have the shares listed on a national stock
exchange or included for quotation on a national market system if we meet the
applicable listing requirements at that time.

     THE PRICE OF OUR COMMON STOCK IS SUBJECTIVE AND MAY NOT BEAR ANY
RELATIONSHIP TO WHAT A STOCKHOLDER COULD RECEIVE IF IT WAS SOLD. Our board of
directors determined the offering price of our shares of common stock based on
the following factors:

     -    the offering price of our common stock in our initial public offering
          in September 2003;

     -    the offering price of the earlier REITs organized by our sponsor;

     -    the range of offering prices of other REITs that do not have a public
          trading market; and

     -    the recommendation of the managing dealer based on its consultations
          with likely soliciting dealers.

     However, the offering price of our shares of common stock may not be the
same as the price at which the shares may trade if they were listed on an
exchange or actively traded by brokers, nor of the proceeds that a stockholder
may receive if we were liquidated or dissolved. As such, any sales may be made
at a loss.

     YOU DO NOT KNOW WHAT REAL PROPERTIES AND OTHER ASSETS WE MAY ACQUIRE IN THE
FUTURE, AND MUST RELY ON OUR BUSINESS MANAGER/ADVISOR, OUR BOARD AND OFFICERS TO
SELECT THEM AND STOCKHOLDERS WILL NOT PARTICIPATE IN THESE DECISIONS. We intend
to acquire commercial retail properties. Although we have already acquired 91
properties, and we are considering acquiring others, no information is available
as to the identification, location, operating histories, lease terms or other
relevant economic and financial data of any other properties or other assets we
may purchase in the future. As a result, you must rely on us to locate and
acquire additional suitable investment properties. In addition, our board of
directors may approve future equity offerings or obtain financing, the proceeds
of which may be invested in additional properties; therefore, you will not have
an opportunity to evaluate all of the properties that will be in our portfolio.
Stockholders will not participate in evaluating these investment opportunities.
Nonetheless, you will be unable to evaluate the manner in which we invest the
proceeds of this offering or the economic merit of particular properties prior
to their acquisition. This prospectus only describes the parameters we will use
to acquire additional real properties and other assets.

     COMPETITION WITH THIRD PARTIES IN ACQUIRING PROPERTIES WILL REDUCE OUR
PROFITABILITY AND THE RETURN ON YOUR INVESTMENT. We compete with many other
entities engaged in real estate investment activities, many of which have
greater resources than we do. Larger REITs may enjoy significant competitive
advantages that result from, among other things, a lower cost of capital and
enhanced

                                       12


operating efficiencies. In addition, the number of entities and the
amount of funds competing for suitable investment properties may increase. This
will result in increased demand for these assets and therefore increased prices
paid for them. If we pay higher prices for properties, our profitability is
reduced and you will experience a lower return on your investment.

     WE WILL COMPETE WITH REAL ESTATE INVESTMENT PROGRAMS SPONSORED BY COMPANIES
AFFILIATED WITH US FOR THE ACQUISITION OF PROPERTIES AND FOR THE TIME AND
SERVICES OF PERSONNEL. Affiliated companies have previously sponsored other
REITs, private real estate equity programs and private placement mortgage and
note programs, and affiliated companies in the future may sponsor other real
estate investment programs. These affiliated companies include Inland Real
Estate Corporation, Inland Retail Real Estate Trust, Inc., Inland Real Estate
Exchange Corporation and other entities to be formed by The Inland Group, Inc.
We will compete with these existing and future real estate investment programs
for the acquisition of properties of a type suitable for our investment, for the
time and services of personnel of our business manager/advisor and affiliates of
our business manager/advisor in connection with our operation and the management
of our assets, and for obtaining and retaining investors for our common stock.
We will generally be acquiring properties that are located primarily west of the
Mississippi River and single user net lease properties located anywhere in the
United States and therefore our geographic diversity may be limited.

     WE PLAN TO INCUR MORTGAGE INDEBTEDNESS AND OTHER BORROWINGS, WHICH MAY
REDUCE THE FUNDS AVAILABLE FOR DISTRIBUTION, MAY INCREASE THE RISK OF LOSS SINCE
DEFAULTS MAY RESULT IN FORECLOSURE AND MORTGAGES MAY INCLUDE
CROSS-COLLATERALIZATION OR CROSS-DEFAULT PROVISIONS THAT INCREASE THE RISK THAT
MORE THAN ONE PROPERTY MAY BE AFFECTED BY A DEFAULT. We may, in some instances,
use either existing financing or borrow new funds to acquire properties. We
intend to incur or increase our mortgage debt by obtaining loans secured by
selected or all of the real properties to obtain funds to acquire additional
real properties. We may also borrow funds if necessary to satisfy the
requirement that we distribute to stockholders as dividends at least 90% of our
annual REIT taxable income, or otherwise as is necessary or advisable to assure
that we maintain our qualification as a REIT for federal income tax purposes.
Currently, our aggregate borrowings secured by our properties is approximately
55% of their combined fair market value.

     We may incur mortgage debt on a particular real property if we believe the
property's projected cash flow is sufficient to service the mortgage debt.
However, if there is a shortfall in cash flow, then the amount available for
distributions to stockholders may be affected. In addition, incurring mortgage
debt increases the risk of loss since defaults on indebtedness secured by
properties may result in foreclosure actions initiated by lenders and our loss
of the property securing the loan which is in default. For tax purposes, a
foreclosure of any of our properties would be treated as a sale of the property
for a purchase price equal to the outstanding balance of the debt secured by the
mortgage. If the outstanding balance of the debt secured by the mortgage exceeds
our basis in the property, we would recognize taxable income on foreclosure, but
would not receive any cash proceeds. We may give full or partial guarantees to
lenders of mortgage debt to the entity that owns our properties. In such cases,
we will be responsible to the lender for satisfaction of the debt if it is not
paid by such entity. If any mortgages contain cross-collateralization or
cross-default provisions, there is a risk that more than one real property may
be affected by a default.

     If mortgage debt is unavailable at reasonable rates, we will not be able to
place financing on the properties, which could reduce distributions per share.
If we place mortgage debt on the properties, we run the risk of being unable to
refinance the properties when the loans come due, or of being unable to
refinance on favorable terms. If interest rates are higher when the properties
are refinanced, our net income could be reduced, which would reduce cash
available for distribution to stockholders and may prevent us from raising
capital by issuing more stock and may prevent us from borrowing more money.

                                       13


     IF WE HAVE INSUFFICIENT WORKING CAPITAL RESERVES, WE WILL HAVE TO OBTAIN
FINANCING FROM OTHER SOURCES. We have established working capital reserves which
we believe are adequate to cover our cash needs. However, if these reserves are
insufficient to meet our cash needs, we may have to obtain financing from either
affiliated or unaffiliated sources to fund our cash requirements. We cannot
assure you that sufficient financing will be available or, if available, will be
available on economically feasible terms or on terms acceptable to us.
Additional borrowing for working capital purposes will increase our interest
expense and therefore, our financial condition and our ability to pay
distributions may be adversely affected.

     THE TYPES OF PROPERTIES WHICH WE INTEND TO ACQUIRE AND THE AREA IN WHICH WE
MAY ACQUIRE RETAIL CENTERS IS LIMITED. We primarily acquire and manage retail
centers. We intend to acquire retail centers primarily in the states west of the
Mississippi River. Adverse economic conditions affecting that area could
adversely affect our profitability to a greater degree than if we had
diversified our investments to include other types of real estate over a larger
geographic region.

     THE AGGREGATE AMOUNT WE MAY BORROW IS LIMITED UNDER OUR ARTICLES OF
INCORPORATION. Our articles of incorporation limit the aggregate amount we may
borrow, secured and unsecured, to 300% of our net assets, absent a satisfactory
showing that a higher level is appropriate. Currently, our aggregate borrowings
are approximately 164% of our net assets. That limitation could have adverse
consequences on our business, including:

     -    freezing our ability to purchase properties;

     -    causing us to lose our REIT status if borrowing was necessary to
          distribute the required minimum amount of cash to our stockholders for
          us to qualify as a REIT;

     -    causing operational problems if there are cash flow shortfalls for
          working capital purposes; and

     -    resulting in the loss of a property if, for example, financing was
          necessary to cure a default on a mortgage.

     In order to change this limitation, we must obtain approval by a majority
of our independent directors and by a majority of our stockholders. There will
be a delay before approval can be obtained, if it can be obtained at all. It is
possible that even if the required approval is obtained, it may not be obtained
in sufficient time to avoid the adverse consequences of not having the
additional funding when it is needed.

     BECAUSE OF THE WAY WE ARE ORGANIZED, WE WOULD BE A DIFFICULT TAKEOVER
TARGET. THIS COULD DEPRESS THE PRICE OF OUR STOCK AND INHIBIT A MANAGEMENT
CHANGE. Provisions which may have an anti-takeover effect and inhibit a change
in our management include:

     -    THERE ARE OWNERSHIP LIMITS AND RESTRICTIONS ON TRANSFERABILITY AND
          OWNERSHIP IN OUR ARTICLES OF INCORPORATION. In order for us to qualify
          as a REIT, no more than 50% of the outstanding shares of our stock may
          be beneficially owned, directly or indirectly, by five or fewer
          individuals at any time during the last half of each taxable year. To
          assure that we will not fail to qualify as a REIT under this test, our
          articles of incorporation provide that, subject to some exceptions, no
          person may beneficially own more than 9.8% of our common stock.

                                       14


     This restriction may:

          -    have the effect of delaying, deferring or preventing a change in
               control of us, including an extraordinary transaction (such as a
               merger, tender offer or sale of all or substantially all of our
               assets) that might involve a premium price for holders of our
               common stock; or

          -    compel a stockholder who had acquired more than 9.8% of our stock
               to dispose of the additional shares and, as a result, to forfeit
               the benefits of owning the additional shares.

     -    OUR ARTICLES OF INCORPORATION PERMIT OUR BOARD OF DIRECTORS TO ISSUE
          PREFERRED STOCK WITH TERMS THAT MAY DISCOURAGE A THIRD PARTY FROM
          ACQUIRING US. Our articles of incorporation permit our board of
          directors to issue, without stockholder approval, up to 10 million
          shares of preferred stock. The board may classify or reclassify any
          unissued preferred stock and establish preferences, conversion or
          other rights, voting power, restrictions, limitations as to dividends
          and other distributions, qualifications, or terms or conditions of
          redemption, of any preferred stock. Thus, our board could authorize,
          without the approval by our stockholders, the issuance of preferred
          stock with terms and conditions which could have the effect of
          delaying, deferring or preventing a change in control of us, including
          an extraordinary transaction (such as merger, tender offer or sale of
          all or substantially all of our assets) that might provide a premium
          for holders of our common stock.

     -    MARYLAND LAW MAY DISCOURAGE A THIRD PARTY FROM ACQUIRING US. Maryland
          law restricts mergers and other business combinations between us and
          an interested stockholder. Under the Maryland Business Combination
          Act, an anti-takeover statute, for a period of five years after the
          most recent acquisition of stock by an interested stockholder, we may
          not engage in any merger or other business combination with that
          interested stockholder or any affiliate of that interested
          stockholder. After the five-year period, any merger or other business
          combination must be approved by our board of directors and by at least
          80% of all the votes entitled to be cast by holders of outstanding
          shares of our voting stock and two-thirds of all the votes entitled to
          be cast by holders of outstanding shares of our voting stock other
          than the interested stockholder with whom the business combination is
          to be effected. The votes cited in the previous sentence would not
          apply if, among other things, the stockholders of the company receive
          in the business combination a minimum consideration for their common
          stock equal to the highest price paid by the interested stockholder
          for its common stock. However, as permitted by the Maryland Business
          Combination Act, our articles of incorporation provide that the
          business combination provisions of Maryland law do not apply to any
          business combination involving us and our affiliates. As a result, the
          five-year prohibition and the super-majority stockholder vote
          requirements will not apply to any business combinations between us
          and our affiliates. The Maryland Business Combination Act could have
          the effect of discouraging offers from third parties to acquire us and
          of increasing the difficulty of successfully completing a business
          combination. See "Description of Securities - Provisions of Maryland
          Law and our Articles of Incorporation and Bylaws."

     -    MARYLAND LAW ALSO LIMITS THE ABILITY OF A THIRD PARTY TO BUY A LARGE
          STAKE IN US AND EXERCISE VOTING POWER IN ELECTING DIRECTORS. Maryland
          law provides a second anti-takeover statute, its Control Share
          Acquisition Act, which provides that "control shares" of a Maryland
          corporation acquired in a "control share acquisition" have no voting
          rights except to the extent approved by the corporation's
          disinterested stockholders by a vote of two-thirds of the votes
          entitled to be cast on the matter; shares of stock owned by interested
          stockholders, that

                                       15


          is, by the acquirer, by officers or by directors who are employees of
          the corporation, are not entitled to be cast on the matter. "Control
          shares" are voting shares of stock which would entitle the acquirer to
          exercise voting power in electing directors within specified ranges of
          voting power. Control shares do not include shares the acquiring
          person is then entitled to vote as a result of having previously
          obtained stockholder approval. A "control share acquisition" means the
          acquisition of control shares. The control share acquisition statute
          does not apply (i) to shares acquired in a merger, consolidation or
          share exchange if the corporation is a party to the transaction or
          (ii) to acquisitions approved or exempted by the articles of
          incorporation or bylaws of the corporation. As permitted by the
          Maryland Control Share Acquisition Act, our bylaws exempt our
          affiliates from the Maryland control share acquisition statute. This
          statute could have the effect of discouraging offers from third
          parties to acquire us and increasing the difficulty of successfully
          completing this type of offer by anyone other than our affiliates or
          any of their affiliates. See "Description of Securities - Provisions
          of Maryland Law and our Articles of Incorporation and Bylaws - Control
          Share Acquisition."

     YOUR INVESTMENT RETURN MAY BE REDUCED IF WE ARE REQUIRED TO REGISTER AS AN
INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT. We are not registered as
an investment company under the Investment Company Act of 1940. If we were
obligated to register as an investment company, we would have to comply with a
variety of substantive requirements under the Investment Company Act. These
requirements include:

     -    limitations on capital structure;

     -    restrictions on specified investments;

     -    prohibitions on transactions with affiliates; and

     -    compliance with reporting, record keeping, voting, proxy disclosure
          and other rules and regulations that would significantly change our
          operations.

     In order to maintain our exemption from regulation under the Investment
Company Act of 1940, we must engage primarily in the business of buying real
estate, and these investments must be made within a year after the offering
ends. If we are unable to invest a significant portion of the proceeds of this
offering in properties within one year of the termination of the offering, we
may avoid being required to register as an investment company by temporarily
investing any unused proceeds in government securities with low returns. This
would reduce the cash available for distribution to investors and possibly lower
your returns.

     To maintain compliance with the Investment Company Act exemption, we may be
unable to sell assets we would otherwise want to sell and may need to sell
assets we would otherwise wish to retain. In addition, we may have to acquire
additional income or loss generating assets that we might not otherwise have
acquired or may have to forgo opportunities to acquire interests in companies
that we would otherwise want to acquire and would be important to our strategy.

     If we were required to register as an investment company but failed to do
so, we would be prohibited from engaging in our business, and criminal and civil
actions could be brought against us. In addition, our contracts would be
unenforceable unless a court were to require enforcement, and a court could
appoint a receiver to take control of us and liquidate our business.

     THERE ARE MANY FACTORS WHICH CAN AFFECT DISTRIBUTIONS TO STOCKHOLDERS.
Distributions will be based principally on cash available from our properties,
real estate securities, and other investments. The

                                       16


amount of cash available for distributions will be affected by many factors,
such as our ability to buy properties as offering proceeds become available, the
yields on securities of other REITs which we invest in, and our operating
expense levels, as well as many other variables. Actual cash available for
distributions may vary substantially from estimates. We can give no assurance
that we will be able to pay or maintain distributions or that distributions will
increase over time. Nor can we give any assurance that rents from the properties
will increase, that the securities we buy will increase in value or provide
increased dividends over time, or that future acquisitions of real properties or
our investments in securities will increase our cash available for distributions
to stockholders. Our actual results may differ from the assumptions used by our
board of directors in establishing the initial distribution rate to
stockholders. Some of these factors are beyond our control, and a change in any
one factor could adversely affect our ability to pay future distributions:

     -    If one or more tenants defaults or terminates their lease, there could
          be a decrease or cessation of rental payments which would mean less
          cash available for distributions.

     -    Cash available for distributions may be reduced if we are required to
          spend money to correct defects or to make improvements to properties.

     -    Cash available to make distributions may decrease if the assets we
          acquire have lower yields than expected.

     -    There may be a delay between the sale of the common stock and our
          purchase of real properties. During that time, we may invest in lower
          yielding short term instruments, which could result in a lower yield
          on your investment.

     -    Federal income tax laws require REITs to distribute at least 90% of
          their taxable income to stockholders. This limits the earnings which
          we may retain for corporate growth, such as property acquisition,
          development or expansion and makes us more dependent upon additional
          debt or equity financing than corporations which are not REITs. If we
          borrow more funds in the future, more of our operating cash will be
          needed to make debt payments and cash available for distributions may
          therefore decrease.

     -    In connection with future property acquisitions, we may issue
          additional shares of common stock or interests in other entities that
          own our properties. We cannot predict the number of shares of common
          stock, units or interests which we may issue, or the effect that these
          additional shares might have on cash available for distributions to
          you. If we issue additional shares, they could reduce the cash
          available for distributions to you.

     -    We make distributions to our stockholders to comply with the
          distribution requirements of the Internal Revenue Code and to
          eliminate, or at least minimize, exposure to federal income taxes and
          the nondeductible REIT excise tax. Differences in timing between the
          receipt of income and the payment of expenses and the effect of
          required debt payments could require us to borrow funds on a short
          term basis to meet the distribution requirements that are necessary to
          achieve the tax benefits associated with qualifying as a REIT.

     OUR DERIVATIVE FINANCIAL INSTRUMENTS USED TO HEDGE AGAINST INTEREST RATE
FLUCTUATIONS COULD REDUCE THE OVERALL RETURNS ON YOUR INVESTMENT. We may use
derivative financial instruments to hedge exposures to changes in interest rates
on loans secured by our properties. To the extent we do, we are exposed to
credit risk and market risk. Credit risk is the failure of the counterparty to
perform under the terms of the derivative contract. When the fair value of a
derivative contract is positive, the counterparty

                                       17


owes us, which creates credit risk for us. When the fair value of a derivative
contract is negative, we owe the counterparty and, therefore, it does not
possess credit risk.

     Our hedging strategy and use of derivative financial instruments may reduce
the overall returns on your investments. We have had limited experience with
derivative financial instruments and so far we have recognized losses in our use
of derivative financial instruments.

     WE COULD ISSUE MORE SHARES IN THE FUTURE, WHICH COULD REDUCE THE MARKET
PRICE OF OUR OUTSTANDING SHARES. We have the power to issue more shares of our
common stock in the future. We cannot predict the effect on the market price of
our outstanding common stock, if any, of future sales by us of shares of our
common stock, or the availability of shares for future sales through the
exercise of options granted to independent directors under our independent
director stock option plan. The issuance of these additional shares, or the
perception that these shares could be issued, could adversely affect the
prevailing market prices, if any, for our common stock.

     OUR SHARE REPURCHASE PROGRAM IS LIMITED TO 5% OF THE WEIGHTED AVERAGE
NUMBER OF SHARES OF OUR STOCK OUTSTANDING DURING THE PRIOR CALENDAR YEAR AND MAY
BE CHANGED OR TERMINATED BY US, THEREBY REDUCING THE POTENTIAL LIQUIDITY OF YOUR
INVESTMENT. In accordance with our share repurchase program, a maximum of 5% of
the weighed average number of shares of our stock outstanding during the prior
calendar year may be repurchased by us. This standard limits the number of
shares we can purchase. Our board also has the ability to change or terminate,
at any time, our share repurchase program. If we terminate or modify our share
repurchase program or if we do not have sufficient funds available to repurchase
all shares that our stockholders request to repurchase, then our stockholders'
ability to liquidate their shares will be diminished.

     STOCKHOLDERS HAVE LIMITED CONTROL OVER CHANGES IN OUR POLICIES. Our board
of directors determines our major policies, including our investment objectives,
financing, growth, debt capitalization, REIT qualification and distributions.
Our board of directors may amend or revise these and other policies without a
vote of the stockholders. This means that stockholders will have limited control
over changes in our policies.

     IF WE INVEST IN JOINT VENTURES, THE OBJECTIVES OF OUR PARTNERS MAY CONFLICT
WITH OUR OBJECTIVES. We may make investments in joint ventures or other
partnership arrangements between us and affiliates of our sponsor or with
unaffiliated third parties. Investments in joint ventures which own real
properties may involve risks otherwise not present when we purchase real
properties directly. For example, our co-venturer may file for bankruptcy
protection, may have economic or business interests or goals which are
inconsistent with our interests or goals, or may take actions contrary to our
instructions, requests, policies or objectives. Among other things, actions by a
co-venturer might subject real properties owned by the joint venture to
liabilities greater than those contemplated by the terms of the joint venture or
other adverse consequences.

     IF WE SELL PROPERTIES BY PROVIDING FINANCING TO PURCHASERS, WE WILL BEAR
THE RISK OF DEFAULT BY THE PURCHASER. If we decide to sell any of our
properties, we will use our best efforts to sell for cash. However, we may sell
our properties by providing financing to purchasers. When we provide financing
to purchasers, we will bear the risk of default by the purchaser and will be
subject to remedies provided by law. There are no limitations or restrictions on
our ability to take purchase money obligations. We may therefore take a purchase
money obligation secured by a mortgage as part payment for the purchase price.
The terms of payment to us will be affected by custom in the area where the
property being sold is located and the then-prevailing economic conditions. If
we receive promissory notes or other property in lieu of cash from property
sales, the distribution of the proceeds of sales to our stockholders, or their
reinvestment in other properties, will be delayed until the promissory notes or
other property are actually paid, sold, refinanced or otherwise disposed of. In
some cases, we may receive initial down payments in

                                       18


cash and other property in the year of sale in an amount less than the selling
price and subsequent payments will be spread over a number of years.

     DELAYS IN ACQUISITIONS OF PROPERTIES MAY HAVE AN ADVERSE EFFECT. Delays we
encounter in the selection, acquisition and development of properties could
adversely affect your returns and distributions on your investment. Where we
acquire properties prior to the start of construction or during the early stages
of construction, it will typically take several months to complete construction
and rent available space. Therefore, you could suffer delays in your
distributions attributable to those particular properties. In addition, it takes
a certain amount of time to locate, negotiate an acceptable purchase contract,
conduct due diligence and ultimately acquire a property. If we are unable to
invest our offering proceeds in income producing real properties in a timely
manner, this may adversely affect the funds available for distribution.

     WE MAY NOT BE ABLE TO IMMEDIATELY INVEST PROCEEDS IN REAL ESTATE, WHICH
WILL HARM YOUR RETURNS. Until we invest the proceeds of this offering in real
estate investments, we may invest in short-term, highly liquid or other
authorized investments. Such short-term investments are not likely to earn as
high a return as we expect to earn on our real estate investments, and we cannot
guarantee how long it will take us to fully invest the proceeds of this offering
in real estate investments. If we are unable to locate and close on real estate
investments promptly, or in a manner consistent with the capital we raise, the
funds available for your distributions could be reduced.

     WE DEPEND ON OUR BOARD OF DIRECTORS, BUSINESS MANAGER/ADVISOR AND PROPERTY
MANAGERS AND LOSING THOSE RELATIONSHIPS COULD NEGATIVELY AFFECT OUR OPERATIONS.
Our board of directors has supervisory control over all aspects of our
operations. Our ability to achieve our investment objectives will depend to a
large extent on the board's ability to oversee, and the quality of, the
management provided by the business manager/advisor, the property managers,
their affiliates and employees for day-to-day operations. Therefore, we depend
heavily on the ability of the business manager/advisor and its affiliates to
retain the services of each of its executive officers and key employees.
However, none of these individuals has an employment agreement with the business
manager/advisor or its affiliates. The loss of any of these individuals could
have a material adverse effect on us. These individuals include Daniel L.
Goodwin, Robert H. Baum, G. Joseph Cosenza, Robert D. Parks, Thomas P.
McGuinness, Roberta S. Matlin and Brenda G. Gujral.

     Our business manager/advisor must reimburse us for certain operational
stage expenses exceeding 15% of the gross offering proceeds. If the business
manager/advisor's net worth or cash flow is not sufficient to cover these
expenses, we will not be reimbursed.

     THERE ARE CONFLICTS OF INTEREST BETWEEN US AND OUR AFFILIATES. Our
operation and management may be influenced or affected by conflicts of interest
arising out of our relationship with our affiliates. Our business
manager/advisor and its affiliates are or will be engaged in other activities
that will result in potential conflicts of interest with the services that the
business manager/advisor and affiliates will provide to us. Those affiliates
could take actions that are more favorable to other entities than to us. The
resolution of conflicts in favor of other entities could have a negative impact
on our financial performance. These affiliates include Inland Retail Real Estate
Trust, Inc., Inland Western Retail Real Estate Advisory Services, Inc., our
business manager/advisor, Inland Real Estate Corporation, Inland Real Estate
Exchange Corporation and entities to be formed by The Inland Group, Inc. Inland
Real Estate Corporation is a publicly traded REIT that is self-administered and
is no longer affiliated with The Inland Group. Inland Real Estate Corporation
generally purchases shopping centers located in the Midwest. Inland Retail Real
Estate Trust, Inc. is affiliated with The Inland Group, Inc. Inland Retail Real
Estate Trust, Inc. purchases shopping centers located east of the Mississippi
River. Inland Real Estate Exchange

                                       19


Corporation is a subsidiary of Inland Real Estate Investment Corporation. Inland
Real Estate Exchange Corporation provides replacement properties for people
wishing to complete an IRS Section 1031 real estate exchange. Our business
manager/advisor receives fees based on the book value including acquired
intangibles of the properties under management. Specific conflicts of interest
between us and our affiliates include:

     -    WE MAY ACQUIRE PROPERTIES FROM AFFILIATES OF OUR SPONSOR IN
          TRANSACTIONS IN WHICH THE PRICE WILL NOT BE THE RESULT OF ARM'S LENGTH
          NEGOTIATIONS. The prices we pay to affiliates of our sponsor for our
          properties will be equal to the prices paid by them, plus the costs
          incurred by them relating to the acquisition and financing of the
          properties. These prices will not be the subject of arm's length
          negotiations, which could mean that the acquisitions may be on terms
          less favorable to us than those negotiated in an arm's-length
          transaction. The result of these transactions could cause us to pay
          more for particular properties than we would have in an arm's length
          transaction and therefore, adversely affect our cash flow and our
          ability to pay your distributions.

     -    WE MAY PURCHASE REAL PROPERTIES FROM PERSONS WITH WHOM OUR BUSINESS
          MANAGER/ADVISOR OR ITS AFFILIATES HAVE PRIOR BUSINESS RELATIONSHIPS
          AND OUR INTERESTS IN THESE BUSINESS RELATIONSHIPS MAY BE DIFFERENT
          FROM THE INTERESTS OF OUR BUSINESS MANAGER/ADVISOR OR ITS AFFILIATES
          IN THESE BUSINESS RELATIONSHIPS. We may purchase properties from third
          parties who have sold properties in the past, or who may sell
          properties in the future, to our business manager/advisor or its
          affiliates. If we purchase properties from these third parties, our
          business manager/advisor will experience a conflict between our
          current interests and its interest in preserving any ongoing business
          relationship with these sellers. This could result in our business
          manager/advisor or its affiliates recommending properties that may be
          in the best interest of the third party seller, but not our best
          interest. This could adversely impact our portfolio by causing us to
          invest in properties that are not necessarily in our best interest.

     -    OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS,
          FEES AND OTHER COMPENSATION BASED UPON OUR INVESTMENTS AND THEREFORE
          OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES MAY RECOMMEND THAT WE
          MAKE INVESTMENTS IN ORDER TO INCREASE THEIR COMPENSATION. Our business
          manager/advisor and its affiliates receive commissions, fees and other
          compensation based upon our investments. They benefit by us retaining
          ownership of our assets and leveraging our assets, while you may be
          better served by sale or disposition or not leveraging the assets. In
          addition, our business manager/advisor's ability to receive fees and
          reimbursements depends on our continued investment in properties and
          in other assets which generate fees. Our business manager/advisor
          receives fees based on the book value including acquired intangibles
          of the properties under management. Our property managers receive fees
          based on the income from properties under management. Therefore, our
          business manager/advisor and/or property managers may recommend that
          we purchase properties that generate fees for our business
          manager/advisor and property managers, but are not necessarily the
          most suitable investment for our portfolio. In addition, our
          affiliates, who receive fees, including our business manager/advisor,
          may recommend that we acquire properties, which may result in our
          incurring substantive amounts of indebtedness. Therefore, the interest
          of our business manager/advisor and its affiliates in receiving fees
          may conflict with our ability to earn income and may result in our
          incurring substantive amounts of indebtedness. The resolution of this
          conflict of interest may adversely impact our cash flow and our
          ability to pay your distributions.

     -    OUR BUSINESS MANAGER/ADVISOR MAY HAVE CONFLICTING FIDUCIARY
          OBLIGATIONS IF WE ACQUIRE PROPERTIES WITH ITS AFFILIATES. Our business
          manager/advisor may cause us to acquire an

                                       20


          interest in a property through a joint venture with its affiliates. In
          these circumstances, our business manager/advisor will have a
          fiduciary duty to both us and its affiliates participating in the
          joint venture. The resolution of this conflict of interest may cause
          the business manager/advisor to sacrifice our best interest in favor
          of the seller of the property and therefore, we may enter into a
          transaction that is not in our best interest. The resolution of this
          conflict of interest may negatively impact our financial performance.

     -    THERE IS COMPETITION FOR THE TIME AND SERVICES OF OUR BUSINESS
          MANAGER/ADVISOR AND OUR BUSINESS MANAGER/ADVISOR MAY NOT DEDICATE THE
          TIME NECESSARY TO MANAGER OUR BUSINESS. We rely on our business
          manager/advisor and its affiliates for our daily operation and the
          management of our assets. Our officers and other personnel of our
          business manager/advisor and its affiliates have conflicts in
          allocating their management time, services and functions among the
          real estate investment programs they currently service and any future
          real estate investment programs or other business ventures which they
          may organize or serve. Those personnel could take actions that are
          more favorable to other entities than to us. The resolution of
          conflicts in favor of other entities could have a negative impact on
          our financial performance.

     -    INLAND SECURITIES CORPORATION IS PARTICIPATING AS MANAGING DEALER IN
          THE SALE OF THE SHARES. Inland Securities Corporation is our managing
          dealer of this offering and is affiliated with The Inland Group. Our
          managing dealer is entitled to selling commissions and reimbursement
          for marketing and due diligence expenses. Our managing dealer may be
          subject to a conflict of interest arising out of its participation in
          this offering and its affiliation with The Inland Group in performing
          its "due diligence" obligations which arise under the Securities Act
          of 1933. The resolution of this conflict of interest could have a
          negative impact on our financial performance.

     -    WE MAY ACQUIRE THE BUSINESS OF OUR BUSINESS MANAGER/ADVISOR AND OUR
          PROPERTY MANAGERS WITHOUT FURTHER ACTION BY OUR STOCKHOLDERS. During
          the term of our agreements with our business manager/advisor and our
          property managers, we have the option to acquire or consolidate the
          business conducted by them without any consent of our stockholders,
          our business manager/advisor or our property managers. We may elect to
          exercise this right at any time after September 15, 2008. This
          unfettered discretion could cause us to take action that otherwise we
          would not be able to do, and therefore could have a negative impact on
          our financial performance.

     -    WE DO NOT HAVE ARM'S-LENGTH AGREEMENTS, WHICH COULD CONTAIN TERMS
          WHICH ARE NOT IN OUR BEST INTEREST. As we have noted, our agreements
          and arrangements with our business manager/advisor or any of its
          affiliates, including those relating to compensation, are not the
          result of arm's length negotiations. These agreements may contain
          terms that our not in our best interest and would not otherwise be
          applicable if we entered into arm's-length agreements. See "Conflicts
          of Interest" for a discussion of various conflicts of interest.

     WE CANNOT PREDICT THE AMOUNTS OF COMPENSATION TO BE PAID TO OUR BUSINESS
MANAGER/ADVISOR AND OUR OTHER AFFILIATES. Because the fees that we will pay to
our business manager/advisor and our other affiliates are based on the level of
our business activity, it is not possible to predict the amounts of compensation
that we will be required to pay these entities. In addition, because key
employees of our affiliates are given broad discretion to determine when to
consummate a transaction, we rely on these key persons to dictate the level of
our business activity. Fees paid to our affiliates will reduce funds available
for distribution. Because we cannot predict the amount of fees due to these
affiliates, we cannot predict how precisely such fees will impact our
distributions.

                                       21


     THE MANAGING DEALER HAS NOT MADE AN INDEPENDENT REVIEW OF US OR THE
PROSPECTUS. The managing dealer, Inland Securities Corporation, is one of our
affiliates and will not make an independent review of us or the offering.
Accordingly, you do not have the benefit of an independent review of the terms
of this offering. Further, the due diligence investigation of us by the managing
dealer, also an affiliate, cannot be considered to be an independent review and,
therefore, may not be as meaningful as a review conducted by an unaffiliated
broker-dealer or investment banker. In addition, a substantial portion of the
proceeds of the offering will be paid to the managing dealer for managing the
offering, including cash selling commissions, a marketing allowance and a due
diligence expense allowance.

     OUR RIGHTS AND THE RIGHTS OF OUR STOCKHOLDERS TO TAKE ACTION AGAINST OUR
DIRECTORS AND OFFICERS AND THE BUSINESS MANAGER/ADVISOR ARE LIMITED. Maryland
law provides that a director has no liability in the capacity as a director if
he performs his duties in good faith, in a manner he reasonably believes to be
in our best interests, and with the care that an ordinarily prudent person in a
like position would use under similar circumstances. Maryland law also provides
that an act by a director of a Maryland corporation is presumed to satisfy the
standards of the preceding sentence. Additionally, our articles of incorporation
limit the liability of our directors and officers to us and to our stockholders
for monetary damages to the maximum extent permitted under Maryland law. Our
articles of incorporation, in the case of our directors, officers, employees and
agents, and the advisory agreement, in the case of the business manager/advisor,
require us to indemnify our directors, officers, employees and agents and the
business manager/advisor for actions taken by them in good faith and without
negligence or misconduct. Moreover, we have entered into separate
indemnification agreements with each of our directors and some of our executive
officers. As a result, we and our stockholders may have more limited rights
against our directors, officers, employees and agents, and the business
manager/advisor than might otherwise exist under common law. In addition, we may
be obligated to fund the defense costs incurred by our directors, officers,
employees and agents or the business manager/advisor in some cases. See
"Limitation of Liability and Indemnification of Directors, Officers and Our
Business Manager/Advisor."

     THE BUSINESS OF OUR BUSINESS MANAGER/ADVISOR AND OUR PROPERTY MANAGERS MAY
BE ACQUIRED BY US WITHOUT FURTHER ACTION OF OUR STOCKHOLDERS. During the term of
our agreements with our business manager/advisor and our property managers, we
have the option to cause the business conducted by our business manager/advisor
and/or our property managers (including all of their assets) to be acquired by
or consolidated into us, without any consent of our stockholders, our business
manager/advisor or our property managers or their respective board of directors
or stockholders or shareholders in certain instances. We may elect to exercise
this right as soon as any time after September 15, 2008. Our decision to
exercise this right will be determined by a vote of a majority of our directors
not otherwise interested in the transaction (including a majority of our
independent directors). Our business manager/advisor and our property managers
and/or their respective stockholders and shareholders will receive in connection
with such an acquisition and in exchange for the transfer of all of the stock or
assets of our business manager/advisor and/or our property managers, as the case
may be, and for terminating their contractual relationships with us and the
release or waiver of all their fees payable under the provisions of those
contractual arrangements until their stated termination, but not paid, a
determinable number of our shares. We will be obligated to pay any fees accrued
under such contractual arrangements for services rendered through the closing of
such acquisitions. In the event such an acquisition transaction is structured as
a purchase of assets by us or a share exchange in which we are the acquiring
corporation, our articles of incorporation and Maryland law will permit us to
enter into and to consummate such a transaction without obtaining the approval
of our stockholders. We do not presently intend to seek such stockholder
approval if it is not then required by Maryland law or our articles of
incorporation. Any such transaction will occur, if at all, only if our board of
directors obtains a fairness opinion from a recognized financial advisor or
institution providing valuation services to the effect that the consideration to
be paid therefore is fair, from a financial point of view, to our stockholders.
As a

                                       22


result, our stockholders will not have a right to vote on a decision to acquire
the business manager/advisor or property managers and such transaction could
dilute your holdings.

     YOUR PERCENTAGE OF OWNERSHIP MAY BECOME DILUTED IF WE ISSUE NEW SHARES OF
STOCK. Stockholders have no rights to buy additional shares of stock in the
event we issue new shares of stock, known as preemptive rights. We may issue
common stock, convertible debt or preferred stock in a subsequent public
offering or a private placement, upon exercise of options, or to sellers of
properties we directly or indirectly acquire instead of, or in addition to, cash
consideration. Investors purchasing common stock in this offering who do not
participate in any future stock issues will experience dilution in the
percentage of the issued and outstanding stock they own. Your investment will
not be diluted as a result of any future stock issues if we sell any
subsequently issued common stock for cash or property having a value of not less
than $10 per share. Options to purchase common stock to be issued to independent
directors under our independent director stock option plan, and/or convertible
securities, if any, likely will be exercised or converted at a time when we seek
to obtain needed capital through a new offering of our securities and on terms
more favorable than those provided by the offered securities. As long as options
on convertible securities remain unexercised or unconverted, the terms on which
we could raise additional capital may be adversely affected, increasing the
likelihood of your ownership percentage being diluted.

     THERE ARE INHERENT RISKS WITH REAL ESTATE INVESTMENTS. All real property
investments are subject to some degree of risk. Equity real estate investments
cannot be quickly converted to cash. This limits our ability to promptly vary
our portfolio in response to changing economic, financial and investment
conditions. Real property investments are also subject to adverse changes in
general economic conditions or local conditions which reduce the demand for
rental space. Other factors also affect real estate values, including:

     -    possible federal, state or local regulations and controls affecting
          rents, prices of goods, fuel and energy consumption and prices, water
          and environmental restrictions;

     -    increasing labor and material costs; and

     -    the attractiveness of the property to tenants in the neighborhood.

     The yields available from equity investments in real estate depend in large
part on the amount of rental income earned, as well as property operating
expenses and other costs we incur. If our properties do not generate revenues
sufficient to meet operating expenses, we may have to borrow amounts to cover
fixed costs, and our cash available for distributions may be adversely affected.

     Prior investment programs of our sponsor experienced mortgage defaults and
restructuring of debt. The principal real estate related adverse effects
experienced by prior investment programs sponsored by The Inland Group and its
affiliates were mortgage defaults and restructuring of debt.

     ADVERSE ECONOMIC CONDITIONS IN OUR PRIMARY GEOGRAPHIC REGION AND IN THE
MARKET FOR RETAIL SPACE COULD REDUCE OUR INCOME AND DISTRIBUTIONS TO YOU. We
intend to acquire properties that will be located primarily in states west of
the Mississippi River in the United States. Our properties will primarily be
used as retail establishments, principally multi-tenant shopping centers. The
economic performance of our properties could be affected by changes in local
economic conditions. Our performance is therefore linked to economic conditions
in areas where we have acquired or intend to acquire properties and in the
market for retail space generally. Therefore, to the extent that there are
adverse economic conditions in an area and in the market for retail space
generally that impact the market rents for retail space, such conditions could
result in a reduction of our income and cash available for distributions and
thus affect the amount of distributions we can make to you.

                                       23


     In addition, we intend to predominantly own and operate grocery and
discount anchored retail centers. To the extent that the investing public has a
negative perception of the retail sector, the value of our common stock may be
negatively impacted, thereby resulting in the shares trading (if at all) at a
discount below the inherent value of our assets as a whole.

     RISING EXPENSES COULD REDUCE CASH FLOW AND FUNDS AVAILABLE FOR FUTURE
ACQUISITIONS. Our properties and any properties we buy in the future are and
will be subject to operating risks common to real estate in general, any or all
of which may negatively affect us. If any property is not fully occupied or if
rents are being paid in an amount that is insufficient to cover operating
expenses, we could be required to expend funds with respect to that property for
operating expenses. The properties will be subject to increases in tax rates,
utility costs, operating expenses, insurance costs, repairs and maintenance and
administrative expenses.

     While some of our properties may be leased on a triple-net-lease basis or
require the tenants to pay a portion of such expenses, renewals of leases or
future leases may not be negotiated on that basis, in which event we will have
to pay those costs. If we are unable to lease properties on a triple-net-lease
basis or on a basis requiring the tenants to pay all or some of such expenses,
or if tenants fail to pay required tax, utility and other impositions, we could
be required to pay those costs which could adversely affect funds available for
future acquisitions or cash available for distributions.

     IF OUR TENANTS ARE UNABLE TO MAKE RENTAL PAYMENTS, IF THEIR RENTAL PAYMENTS
ARE REDUCED, OR IF THEY TERMINATE A LEASE, OUR FINANCIAL CONDITION AND ABILITY
TO PAY DISTRIBUTIONS WILL BE ADVERSELY AFFECTED. We are subject to the risk that
tenants, as well as lease guarantors, if any, may be unable to make their lease
payments or may decline to extend a lease upon its expiration. A default by a
tenant, the failure of a guarantor to fulfill its obligations or other premature
termination of a lease, or a tenant's election not to extend a lease upon its
expiration, could have an adverse effect on our financial condition and our
ability to pay distributions.

     OUR FINANCIAL CONDITION AND ABILITY TO MAKE DISTRIBUTIONS MAY BE ADVERSELY
AFFECTED BY THE BANKRUPTCY OR INSOLVENCY, A DOWNTURN IN THE BUSINESS, OR A LEASE
TERMINATION OF A TENANT THAT OCCUPIES A LARGE AREA OF THE RETAIL CENTER OR AN
ANCHOR TENANT. Generally, any tenant occupying a large portion of the gross
leasable area of a retail center, a tenant of any of the triple-net single-user
properties outside the primary geographical area of investment, commonly
referred to as an anchor tenant, or a tenant that is an anchor tenant at more
than one retail center, may become insolvent, may suffer a downturn in business,
or may decide not to renew its lease. Any of these events would result in a
reduction or cessation in rental payments to us and would adversely affect our
financial condition. A lease termination by an anchor tenant could result in
lease terminations or reductions in rent by other tenants whose leases permit
cancellation or rent reduction if an anchor tenant's lease is terminated. In
certain properties where there are large tenants, other tenants may require that
if certain large tenants or "shadow" tenants discontinue operations, a right of
termination or reduced rent may exist. In such event, we may be unable to
re-lease the vacated space. Similarly, the leases of some anchor tenants may
permit the anchor tenant to transfer its lease to another retailer. The transfer
to a new anchor tenant could cause customer traffic in the retail center to
decrease and thereby reduce the income generated by that retail center. A
transfer lease to a new anchor tenant could also allow other tenants to make
reduced rental payments or to terminate their leases at the retail center. If we
are unable to re-lease the vacated space to a new anchor tenant, we may incur
additional expenses in order to re-model the space to be able to re-lease the
space to more than one tenant.

     IF A TENANT CLAIMS BANKRUPTCY, WE MAY BE UNABLE TO COLLECT BALANCES DUE
UNDER RELEVANT LEASES. Any or all of the tenants, or a guarantor of a tenant's
lease obligations, could be subject to a bankruptcy proceeding pursuant to Title
11 of the bankruptcy laws of the United States. Such a bankruptcy filing would
bar all efforts by us to collect pre-bankruptcy debts from these entities or
their properties, unless

                                       24


we receive an enabling order from the bankruptcy court. Post-bankruptcy debts
would be paid currently. If a lease is assumed, all pre-bankruptcy balances
owing under it must be paid in full. If a lease is rejected by a tenant in
bankruptcy, we would have a general unsecured claim for damages. If a lease is
rejected, it is unlikely we would receive any payments from the tenant because
our claim is capped at the rent reserved under the lease, without acceleration,
for the greater of one year or 15% of the remaining term of the lease, but not
greater than three years, plus rent already due but unpaid. This claim could be
paid only in the event funds were available, and then only in the same
percentage as that realized on other unsecured claims.

     A tenant or lease guarantor bankruptcy could delay efforts to collect past
due balances under the relevant leases, and could ultimately preclude full
collection of these sums. Such an event could cause a decrease or cessation of
rental payments which would mean a reduction in our cash flow and the amount
available for distributions to you. In the event of a bankruptcy, we cannot
assure you that the tenant or its trustee will assume our lease. If a given
lease, or guaranty of a lease, is not assumed, our cash flow and the amounts
available for distributions to you may be adversely affected.

     WE MAY INCUR ADDITIONAL COSTS IN ACQUIRING OR RE-LEASING RETAIL PROPERTIES.
Some of the properties we may acquire may be designed or built primarily for a
particular tenant or a specific type of use. If a tenant fails to renew its
lease or defaults on its lease obligations, we may not be able to readily market
the property to a new tenant without substantial capital improvements or
remodeling, which may adversely affect our results of operation and financial
condition.

     OUR PROPERTIES WILL BE SUBJECT TO COMPETITION FOR TENANTS AND CUSTOMERS. We
have and intend to continue to acquire properties located in developed areas.
Therefore, there are and will undoubtedly be numerous other retail properties
within the market area of each of our properties which will compete with our
properties and which will compete with us for tenants. The number of competitive
properties could have a material effect on our ability to rent space at our
properties and the amount of rents charged. We could be adversely affected if
additional competitive properties are built in locations competitive with our
properties, causing increased competition for customer traffic and creditworthy
tenants. This could result in decreased cash flow from tenants and may require
us to make capital improvements to properties which we would not have otherwise
made, thus affecting cash available for distributions, and the amount available
for distributions to you.

     OUR PROPERTIES WILL FACE COMPETITION WHICH MAY AFFECT TENANTS' ABILITY TO
PAY RENT AND THE AMOUNT OF RENT PAID TO US AND IN TURN AFFECT THE CASH AVAILABLE
FOR DISTRIBUTIONS AND THE AMOUNT OF DISTRIBUTIONS. Each of our properties will
be subject to competition from similar retail centers within their respective
market areas. Other retail centers within the market area of our properties will
compete with our properties for customers affecting their cash flows and thus
affecting their ability to pay rent. In addition, some of our tenant rent
payments may be based on the amount of sales revenue generated by them. If these
tenants experience competition, the amount of their rent may decrease and our
cash flow will decrease.

     WE MAY BE RESTRICTED FROM RE-LEASING SPACE. In many cases, tenant leases
will contain provisions giving the tenant the exclusive right to sell particular
types of merchandise or provide specific types of services within the particular
retail center, or limit the ability of other tenants to sell such merchandise or
provide such services. When re-leasing space after a vacancy is required, these
provisions may limit the number and types of prospective tenants for the vacant
space. The failure to re-lease or to re-lease on satisfactory terms could result
in a reduction of net income, funds from operations and cash available for
distributions and thus affect the amount of distributions to you.

     WE MAY BE UNABLE TO SELL A PROPERTY IF OR WHEN WE DECIDE TO DO SO. The real
estate market is affected by many factors, such as general economic conditions,
availability of financing, interest rates and

                                       25


other factors, including supply and demand, that are beyond our control. We
cannot predict whether we will be able to sell any property for the price or on
the terms set by us, or whether any price or other terms offered by a
prospective purchaser would be acceptable to us. We cannot predict the length of
time needed to find a willing purchaser and to close the sale of a property.

     We may be required to expend funds to correct defects or to make
improvements before a property can be sold. We cannot assure you that we will
have funds available to correct such defects or to make such improvements.

     In acquiring a property, we may agree to restrictions that prohibit the
sale of that property for a period of time or impose other restrictions, such as
a limitation on the amount of debt that can be placed or repaid on that
property. These provisions would restrict our ability to sell a property.

     IF WE SUFFER LOSSES THAT ARE NOT COVERED BY INSURANCE OR THAT ARE IN EXCESS
OF INSURANCE COVERAGE, WE COULD LOSE INVESTED CAPITAL AND ANTICIPATED PROFITS.
Each tenant is responsible for insuring its goods and premises and, in some
circumstances, may be required to reimburse us for a share of the cost of
acquiring comprehensive insurance for the property, including casualty,
liability, fire and extended coverage customarily obtained for similar
properties in amounts which our business manager/advisor determines are
sufficient to cover reasonably foreseeable losses. Tenants of single-user
properties leased on a triple-net-lease basis typically are required to pay all
insurance costs associated with those properties. Material losses may occur in
excess of insurance proceeds with respect to any property as insurance may not
have sufficient resources to fund the losses. However, there are types of
losses, generally of a catastrophic nature, such as losses due to wars, acts of
terrorism, earthquakes, floods, hurricanes, pollution or environmental matters,
which are either uninsurable or not economically insurable, or may be insured
subject to limitations, such as large deductibles or copayments. Insurance risks
associated with potential terrorism acts could sharply increase the premium we
pay for coverage against property and casualty claims. Additionally, mortgage
lenders in some cases have begun to insist that specific coverage against
terrorism be purchased by commercial property owners as a condition for
providing mortgage loans. It is uncertain whether such insurance policies will
be available, or available at reasonable cost, which could inhibit our ability
to finance or refinance our potential properties. In such instances, we may be
required to provide other financial support, either through financial assurances
or self-insurance, to cover potential losses. We cannot assure you that will
have adequate coverage for such losses. The Terrorism Risk Insurance Act of 2002
is designed for a sharing of terrorism losses between insurance companies and
the federal government. We cannot be certain how this act will impact us or what
additional cost to us, if any, could result. If such an event occurred to, or
caused the destruction of, one or more of our properties, we could lose both our
invested capital and anticipated profits from such property.

     TERRORIST ATTACKS, SUCH AS THE ATTACKS THAT OCCURRED IN NEW YORK AND
WASHINGTON, D.C. ON SEPTEMBER 11, 2001, AND OTHER ACTS OF VIOLENCE OR WAR MAY
AFFECT THE MARKETS IN WHICH WE OPERATE, OUR OPERATIONS AND OUR PROFITABILITY.
Terrorist attacks may negatively affect our operations and your investment in
our common shares. We cannot assure you that there will not be further terrorist
attacks against the United States or United States businesses. Properties we may
acquire may be located in areas that may be susceptible to attack, which may
make these properties more likely to be viewed as terrorist targets than
similar, less recognizable properties. These attacks or armed conflicts may
directly impact the value of our properties through damage, destruction, loss or
increased security costs. We may obtain terrorism insurance as required by our
lenders. The terrorism insurance that we obtain may not be sufficient to cover
loss for damages to our properties as a result of terrorist attacks. In
addition, certain losses resulting from these types of events are uninsurable
and others would not be covered by our current terrorism insurance. Additional
terrorism insurance may not be available at a reasonable price or at all.

                                       26


     The United States' armed conflict in Iraq and continued efforts against
terrorism could have a further impact on our tenants. The consequences of any
armed conflict and efforts against terrorism are unpredictable, and we may not
be able to foresee events that could have an adverse effect on our business or
your investment.

     More generally, any of these events could result in increased volatility in
or damage to the United States and worldwide financial markets and economy. They
also could result in an economic uncertainty in the United States or abroad. Our
revenues will be dependent upon payment of rent by retailers, which may be
particularly vulnerable to uncertainty in the local economy. Adverse economic
conditions could affect the ability of our tenants to pay rent, which could have
a material adverse effect on our operating results and financial condition, as
well as our ability to pay distributions to stockholders.

     REAL ESTATE RELATED TAXES MAY INCREASE AND IF THESE INCREASES ARE NOT
PASSED ON TO TENANTS, OUR INCOME WILL BE REDUCED. Some local real property tax
assessors may seek to reassess some of our properties as a result of our
acquisition of the property. Generally, from time to time our property taxes
increase as property values or assessment rates change or for other reasons
deemed relevant by the assessors. An increase in the assessed valuation of a
property for real estate tax purposes will result in an increase in the related
real estate taxes on that property. Although some tenant leases may permit us to
pass through such tax increases to the tenants for payment, there is no
assurance that renewal leases or future leases will be negotiated on the same
basis. Increases not passed through to tenants will adversely affect our income,
cash available for distributions, and the amount of distributions to you.

     REVENUE FROM OUR PROPERTIES DEPENDS ON THE AMOUNT OF OUR TENANTS' RETAIL
REVENUE, MAKING US VULNERABLE TO GENERAL ECONOMIC DOWNTURNS AND OTHER CONDITIONS
AFFECTING THE RETAIL INDUSTRY. Some of our leases may provide for base rent plus
contractual base rent increases. Some of our leases may also include a
percentage rent clause for additional rent above the base amount based upon a
specified percentage of the sales our tenants generate.

     Under those leases which contain percentage rent clauses, our revenue from
tenants may increase as the sales of our tenants increase. Generally, retailers
face declining revenues during downturns in the economy. As a result, the
portion of our revenue which we derive from percentage rent leases could decline
upon a general economic downturn.

     THE COSTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND OTHER GOVERNMENTAL LAWS
AND REGULATIONS MAY ADVERSELY AFFECT OUR INCOME AND THE CASH AVAILABLE FOR ANY
DISTRIBUTIONS. All real property and the operations conducted on real property
are subject to federal, state and local laws and regulations relating to
environmental protection and human health and safety. These laws and regulations
generally govern wastewater discharges, air emissions, the operation and removal
of underground and above-ground storage tanks, the use, storage, treatment,
transportation and disposal of solid and hazardous materials, and the
remediation of contamination associated with disposals. Some of these laws and
regulations may impose joint and several liability on tenants, owners or
operators for the costs of investigation or remediation of contaminated
properties, regardless of fault or the legality of the original disposal. Under
various federal, state and local laws, ordinances and regulations, a current or
previous owner, developer or operator of real estate may be liable for the costs
of removal or remediation of hazardous or toxic substances at, on, under, or in
its property. The costs of removal or remediation could be substantial. In
addition, the presence of such substances, or the failure to properly remediate
such substances, may adversely affect our ability to sell or rent such property
or to use such property as collateral for future borrowing.

     Some of these laws and regulations have been amended so as to require
compliance with new or more stringent standards as of future dates. Compliance
with new or more stringent laws or regulations, stricter interpretation of
existing laws or the future discovery of environmental contamination may require

                                       27


material expenditures by us. We cannot assure that future laws, ordinances or
regulations will not impose any material environmental liability, or that the
current environmental condition of our properties will not be affected by the
operations of the tenants, by the existing condition of the land, by operations
in the vicinity of the properties, such as the presence of underground storage
tanks, or by the activities of unrelated third parties.

     These laws typically allow liens to be placed on the affected property. In
addition, there are various local, state and federal fire, health, life-safety
and similar regulations which we may be required to comply with, and be subject
to liability in the form of fines or damages for noncompliance.

     State and federal laws in this area are constantly evolving, and we intend
to monitor these laws and take commercially reasonable steps to protect
ourselves from the impact of these laws, including obtaining environmental
assessments of each property acquired. We cannot assure that such assessments
will reveal all environmental liabilities or that a prior owner of a property
did not create a material environmental condition not known to us. We cannot
predict what other environmental legislation or regulations will be enacted in
the future, how existing or future laws or regulations will be administered or
interpreted, or what environmental conditions may be found to exist in the
future. We cannot assure that our business, assets, results of operations,
liquidity or financial condition will not be adversely affected by these laws,
which may adversely affect cash available for distributions, and the amount of
distributions to you.

     OUR COSTS ASSOCIATED WITH COMPLYING WITH THE AMERICANS WITH DISABILITIES
ACT MAY AFFECT CASH AVAILABLE FOR DISTRIBUTIONS. Our properties will be subject
to the Americans with Disabilities Act of 1990. Under the Disabilities Act, all
places of public accommodation are required to comply with federal requirements
related to access and use by disabled persons. The Disabilities Act has separate
compliance requirements for "public accommodations" and "commercial facilities"
that generally requires that buildings and services, including restaurants and
retail stores, be made accessible and available to people with disabilities. The
Disabilities Act's requirements could require removal of access barriers and
could result in the imposition of injunctive relief, monetary penalties, or, in
some cases, an award of damages. We will attempt to acquire properties which
comply with the Disabilities Act or place the burden on the seller or other
third party, such as a tenant, to ensure compliance with the Disabilities Act.
However, we cannot assure that we will be able to acquire properties or allocate
responsibilities in this manner. If we cannot, our funds used for Disabilities
Act compliance may affect cash available for distributions and the amount of
distributions to you.

     IF A SALE OR LEASEBACK TRANSACTION IS RECHARACTERIZED, OUR FINANCIAL
CONDITION COULD BE ADVERSELY AFFECTED. We may enter into sale and leaseback
transactions, where we would purchase a property and then lease the same
property back to the person from whom we purchased it. In the event of the
bankruptcy of a tenant, a transaction structured as a sale and leaseback may be
recharacterized as either a financing or a joint venture, either of which
outcomes could adversely affect our business.

     If the sale and leaseback were recharacterized as a financing, we might not
be considered the owner of the property, and as a result would have the status
of a creditor in relation to the tenant. In that event, we would no longer have
the right to sell or encumber our ownership interest in the property. Instead,
we would have a claim against the tenant for the amounts owed under the lease,
with the claim arguably secured by the property. The tenant/debtor might have
the ability to propose a plan restructuring the term, interest rate and
amortization schedule of its outstanding balance. If confirmed by the bankruptcy
court, we could be bound by the new terms, and prevented from foreclosing our
lien on the property. These outcomes could adversely affect our cash flow and
the amount available for distributions to you.

                                       28


     If the sale and leaseback were recharacterized as a joint venture, we and
our lessee could be treated as co-venturers with regard to the property. As a
result, we could be held liable, under some circumstances, for debts incurred by
the lessee relating to the property. The imposition of liability on us could
adversely affect our cash flow and the amount available for distributions to our
stockholders.

     WE MAY INCUR ADDITIONAL COSTS IN ACQUIRING NEWLY CONSTRUCTED PROPERTIES
WHICH MAY ADVERSELY AFFECT CASH AVAILABLE FOR DISTRIBUTIONS TO YOU. We have and
intend to continue to primarily acquire existing or newly constructed
properties. We may purchase properties that are subject to completion of
construction and development. The builder's failure to perform may result in
tenants terminating leases. These actions may increase our costs or necessitate
legal action by us to rescind our purchase of a property, to compel performance,
or to sue for damages. Any such legal action may result in increased costs to
us.

     OUR INVESTMENTS IN UNIMPROVED REAL PROPERTY MAY RESULT IN ADDITIONAL COST
TO US TO COMPLY WITH RE-ZONING RESTRICTIONS OR ENVIRONMENTAL REGULATIONS. We may
invest up to 10% of our assets in unimproved real property. Investments in
unimproved properties are subject to the risks of real estate investments in
general. They are also subject to risks and uncertainties associated with
re-zoning the land for higher use or development and environmental concerns of
governmental entities and/or community groups. We do not intend to invest in any
unimproved property which is not intended to be developed.

     CONSTRUCTION AND DEVELOPMENT ACTIVITIES WILL EXPOSE US TO RISKS SUCH AS
COST OVERRUNS, CARRYING COSTS OF PROJECTS UNDER CONSTRUCTION OR DEVELOPMENT,
AVAILABILITY AND COSTS OF MATERIALS AND LABOR, WEATHER CONDITIONS AND GOVERNMENT
REGULATION. Should we elect to engage in construction and development
activities, in accordance with current pronouncements of the Internal Revenue
Service, we intend to have our employees only perform oversight and review
functions. These functions may include selecting sites, reviewing construction
and tenant improvement design proposals, negotiating and contracting for
feasibility studies, supervising compliance with local, state or federal laws
and regulations, negotiating contracts, oversight of construction, accounting
and obtaining financing. We will retain an independent general contractor to
perform the actual physical construction work on tenant improvements or the
installation of heating, ventilation and air conditioning systems. These
activities will expose us to risks inherent in construction and development,
including cost overruns, carrying costs of projects under construction or
development, availability and costs of materials and labor, adverse weather
conditions and governmental regulation.

     WE MAY ACQUIRE OR FINANCE PROPERTIES WITH LOCK-OUT PROVISIONS WHICH MAY
PROHIBIT US FROM SELLING A PROPERTY, OR MAY REQUIRE US TO MAINTAIN SPECIFIED
DEBT LEVELS FOR A PERIOD OF YEARS ON SOME PROPERTIES. Lock out provisions could
materially restrict us from selling or otherwise disposing of or refinancing
properties. These provisions would affect our ability to turn our investments
into cash and thus affect cash available for distributions to you. Lock out
provisions may prohibit us from reducing the outstanding indebtedness with
respect to any properties, refinancing such indebtedness on a nonrecourse basis
at maturity, or increasing the amount of indebtedness with respect to such
properties.

     Lock out provisions could impair our ability to take actions during the
lock-out period that would otherwise be in the best interests of our
stockholders and, therefore, may have an adverse impact on the value of the
shares, relative to the value that would result if the lock-out provisions did
not exist. In particular, lock out provisions could preclude us from
participating in major transactions that could result in a disposition of our
assets or a change in control even though that disposition or change in control
might be in the best interests of our stockholders.

     YOUR INVESTMENT HAS VARIOUS FEDERAL INCOME TAX RISKS. Although the
provisions of the Internal Revenue Code relevant to your investment are
generally described in the section of the prospectus titled "Federal Income Tax
Considerations," we strongly urge you to consult your own tax advisor concerning

                                       29


the effects of federal, state and local income tax law on an investment and on
your individual tax situation.

     IF WE FAIL TO MAINTAIN OUR REIT STATUS, OUR DIVIDENDS WILL NOT BE
DEDUCTIBLE TO US AND OUR INCOME WILL BE SUBJECT TO TAXATION. We have qualified
as a REIT under the Internal Revenue Code of 1986, as amended, which affords us
significant tax advantages. The requirements for this qualification, however,
are complex. If we fail to continue to meet these requirements, our dividends
will not be deductible to us and we will have to pay a corporate level tax on
our income. This would substantially reduce our cash available to pay
distributions and your yield on your investment. In addition, tax liability
might cause us to borrow funds, liquidate some of our investments or take other
steps which could negatively affect our operating results. Moreover, if our REIT
status is terminated because of our failure to meet a technical REIT test, we
would be disqualified from electing treatment as a REIT for the four taxable
years following the year in which REIT status is lost.

     YOU MAY HAVE TAX LIABILITY ON DISTRIBUTIONS YOU ELECT TO REINVEST IN COMMON
STOCK. If you participate in our distribution reinvestment program, you will be
deemed to have received, and for income tax purposes will be taxed on, the
amount reinvested in common stock. As a result, unless you are a tax-exempt
entity, you may have to use funds from other sources to pay your tax liability
on the value of the common stock received.

     THE OPINION OF DUANE MORRIS LLP REGARDING OUR STATUS AS A REIT DOES NOT
GUARANTEE OUR ABILITY TO REMAIN A REIT. Our legal counsel, Duane Morris LLP,
has rendered its opinion that we qualify as a REIT, based upon our
representations as to the manner in which are owned, invest in assets, and
operate, among other things. Our qualification as a REIT depends upon our
ability to meet, through investments, actual operating results, distributions,
and satisfaction of specific stockholder rules, the various tests imposed by the
Internal Revenue Code. Duane Morris LLP will not review these operating results
or compliance with the qualification standards. This means that we cannot assure
you that we will satisfy the REIT requirements in the future. Also, this opinion
represents Duane Morris LLP's legal judgment based on the law in effect as of
the date of this prospectus and is not binding on the Internal Revenue Service,
and could be subject to modification or withdrawal based on future legislative,
judicial or administrative changes to the federal income tax laws, any of which
could be applied retroactively.

     EVEN REITS ARE SUBJECT TO FEDERAL AND STATE INCOME TAXES. Even if we
qualify and maintain our status as a REIT, we may become subject to federal
income taxes and related state taxes. For example, if we have net income from a
"prohibited transaction," such income will be subject to a 100% tax. We may not
be able to make sufficient distributions to avoid excise taxes applicable to
REITs. We may also decide to retain income we earn from the sale or other
disposition of our property and pay income tax directly on such income. In that
event, our stockholders would be treated as if they earned that income and paid
the tax on it directly. However, stockholders that are tax-exempt, such as
charities or qualified pension plans, would have no benefit from their deemed
payment of such tax liability. In addition, we may also be subject to state and
local taxes on our income or property, either directly or at the level of the
operating partnership or at the level of the other companies through which we
indirectly own our assets. We cannot assure you that we will be able to continue
to satisfy the REIT requirements.

     IN VIEW OF THE COMPLEXITY OF THE TAX ASPECTS OF THE OFFERING, PARTICULARLY
IN LIGHT OF THE FACT THAT SOME OF THE TAX ASPECTS OF THE OFFERING WILL NOT BE
THE SAME FOR ALL INVESTORS, PROSPECTIVE INVESTORS ARE STRONGLY ADVISED TO
CONSULT THEIR TAX ADVISORS WITH SPECIFIC REFERENCE TO THEIR OWN TAX SITUATION
PRIOR TO AN INVESTMENT IN SHARES OF OUR COMMON STOCK.

     AN INVESTMENT IN OUR COMMON STOCK MAY NOT BE SUITABLE FOR EVERY EMPLOYEE
BENEFIT PLAN. When considering an investment in our common stock, an individual
with investment discretion over assets of any pension plan, profit-sharing plan,
retirement plan, IRA or other employee benefit plan

                                       30


covered by ERISA should consider whether the investment satisfies the fiduciary
requirements of ERISA and other applicable laws. In particular, attention should
be paid to the diversification requirements of Section 404(a)(1)(C) of ERISA in
light of all the facts and circumstances, including the portion of the plan's
portfolio of which the investment will be a part. All plan investors should also
consider whether the investment is prudent and meets plan liquidity requirements
as there may be only a limited market in which to sell or otherwise dispose of
our common stock, and whether the investment is permissible under the plan's
governing instrument. We have not, and will not, evaluate whether an investment
in our common stock is suitable for any particular plan. Rather, we will accept
entities as stockholders if an entity otherwise meets the suitability standards.

     THE ANNUAL STATEMENT OF VALUE THAT WE WILL BE SENDING TO STOCKHOLDERS
SUBJECT TO ERISA AND TO CERTAIN OTHER PLAN STOCKHOLDERS IS ONLY AN ESTIMATE AND
MAY NOT REFLECT THE ACTUAL VALUE OF OUR SHARES. The annual statement of value
will report the value of each common stock based as of the close of our fiscal
year. No independent appraisals will be obtained and the value will be based
upon an estimated amount we determine would be received if our properties and
other assets were sold as of the close of our fiscal year and if such proceeds,
together with our other funds, were distributed pursuant to a liquidation.
However, the net asset value of each share of common stock will be deemed to be
$10 during this offering and for the first three years following the termination
of this offering. Because this is only an estimate, we may subsequently revise
any annual valuation that is provided. We cannot assure that:

     -    a value included in the annual statement could actually be realized by
          us or by our stockholders upon liquidation;

     -    stockholders could realize that value if they were to attempt to sell
          their common stock; or

     -    an annual statement of value would comply with any reporting and
          disclosure or annual valuation requirements under ERISA or other
          applicable law. We will stop providing annual statements of value if
          the common stock becomes listed for trading on a national stock
          exchange or included for quotation on a national market system.

                                       31


              CAUTIONING NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes forward-looking statements that reflect
management's expectations and projections about our future results, performance,
prospects and opportunities. We have attempted to identify these forward-looking
statements by using words such as "may," "will," "expects," "anticipates,"
"believes," "intends," "expects," "estimates," "could" or similar expressions.
These forward-looking statements are based on information currently available to
us and are subject to a number of known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements. These factors include,
among other things, and are detailed on the previous pages:

     -    our common stock is not currently listed or traded on an exchange and
          cannot be readily sold;

     -    although we anticipate that aggregate borrowings will not exceed 55%
          of the combined fair market value of our properties, our charter
          imposes a limitation on our borrowings of less than 300% of net assets
          and there are risks associated with a high amount of leverage;

     -    we have no ownership in our business manager/advisor and the business
          manager/advisor is owned by our sponsor or their affiliates;

     -    our business manager/advisor and its affiliates will receive
          substantial fees, including participation in proceeds from the sales,
          refinancing or liquidation of our assets;

     -    our business manager/advisor, property managers and two of our
          directors are subject to conflicts of interest as a result of their
          affiliation with The Inland Group, including conflicts of interest
          relating to:

               -    the negotiation of the terms of the advisor and property
                    management agreements;

               -    the allocation of their time between us and their other
                    business ventures;

               -    decisions whether to acquire and dispose of properties

               -    the purchase and sale of properties to or from the business
                    manager/advisor and our affiliates; and

               -    the allocation of investment opportunities between us and
                    their other business ventures.

     -    we may make distributions that include a return of principal for
          federal tax purposes;

     -    there are limits on ownership, transferability and redemption of
          shares;

     -    our investment policies and strategies may be changed without
          stockholder consent;

     -    our investments may lack geographic diversification; and

     -    risks that incentive structure of fees payable to our business
          manager/advisor and its affiliates may encourage our business
          manager/advisor to make investments that have greater risks to
          generate higher fees.

                                       32


     You should not place undue reliance on any forward-looking statements.
Except as otherwise required by federal securities laws, we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed circumstances or any
other reason after the date of this prospectus.

                                       33


                                 HOW WE OPERATE

     We operate as a REIT for federal and state income tax purposes. Our sponsor
is Inland Real Estate Investment Corporation. Our sponsor was instrumental in
our organization.

     We contract with Inland Western Retail Real Estate Advisory Services, Inc.
for its services as our business manager/advisor. Our business manager/advisor
has the responsibility for our day-to-day operations and the management of our
assets.

     In addition to the services of our business manager/advisor, we contract
with Inland US Management LLC, Inland Southwest Management LLC and Inland
Pacific Management LLC for their services as our property managers. Inland US
Management LLC, Inland Southwest Management LLC and Inland Pacific Management
LLC provide the day-to-day property management services for all of our
properties.

     Our sponsor, Inland Real Estate Investment Corporation, is owned by The
Inland Group, Inc. Our business manager/advisor Inland Western Retail Real
Estate Advisory Services, Inc., is owned by our sponsor, and thus is indirectly
controlled by The Inland Group. In addition, our property managers, Inland US
Management LLC, Inland Southwest Management LLC and Inland Pacific Management
LLC, are owned by individuals who are affiliates of the Inland Group.

     The Inland Group, together with its subsidiaries and affiliates, is a
fully-integrated group of legally and financially separate companies that have
been engaged in diverse facets of real estate for over 35 years providing the
following and other related services:


                               
     Property management          Leasing
     Marketing                    Acquisition
     Disposition                  Development
     Redevelopment                Syndication
     Renovation                   Construction
     Finance                      Other related services


     The following organizational chart depicts the services that affiliates or
our sponsor will render to us and our organizational structure.

                                       34


   The following organizational chart depicts the services that affiliates or
         our sponsor will render to us and our organizational structure.

                              ORGANIZATIONAL CHART


                                                                         
               ------------------            ---------           ---------           ---------
               Daniel L. Goodwin*            Robert H.           G. Joseph           Robert D.
                                               Baum*              Cosenza*            Parks*
               ------------------            ---------           ---------           ---------
                       ||                       ||                  ||                  ||
=================================================================================================================
    ||          ||          ||          ||                                                              ||
----------  ----------  ----------  ----------                                                          ||
  Inland      Inland      Inland      Inland                                                            ||
Northwest   Southwest    Western     Pacific                                                 -----------------------
Management  Management  Management  Management                                               THE INLAND GROUP, INC.*
  Corp.       Corp.       Corp.       Corp.                                                  -----------------------
----------  ----------  ----------  ----------                                                          ||
    ||          ||          ||          ||                                                              ||
==============================================       ==========================================================================
                      ||                                      ||                       ||                         ||         ||
                      ||                                      ||                       ||                         ||         ||
---------------------------------------------------  ------------------- -----------------------------   ------------------- ||
           Inland Holdco Management LLC              The Inland Services          Inland Real             The Inland Real    ||
                                                         Group, Inc.     Estate Investment Corporation   Estate Transactions ||
                                                                                 (our sponsor)               Group, Inc.     ||
---------------------------------------------------  ------------------- -----------------------------   ------------------- ||
    |                 |                  |                    ||                               ||        ||                  ||
    |                 |                  |                    ||                               ||        ||                  ||
----------    ----------------     --------------             ||                               ||        ||                  ||
Inland US     Inland Southwest     Inland Pacific             ||                               ||        ||                  ||
Management        Property            Property         ---------------                         ||        ||                  ||
   LLC           Management          Management        Inland Risk and                         ||        ||                  ||
(property           LLC                 LLC               Insurance                            ||        ||                  ||
 manager)        (property           (property            Management                           ||        ||                  ||
                  manager)            manager)          Services, Inc.                         ||        ||                  ||
----------    ----------------     --------------      ---------------                         ||        ||                  ||
    |                |                    |                   |                                ||        ||                  ||
    |                |                    |                   |                                ||        ||                  ||
---------------------------------------------------           |                                ||        ||                  ||
         |                                                    |                                ||        ||                  ||
         |                                                    |                                ||        ||                  ||
         |                  ----------------------------------------------------------         ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |              ========================================================      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |       Inland Securities   Inland Western Retail Real   Inland Partnership  ||     Inland Mortgage
         |                  |          Corporation    Estate Advisory Services, Inc.   Property Sales    ||  Investment Corporation
         |                  |                         (our business manager/advisor)    Corporation      ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |          |                 |                                               ||              ||
         |                  |          |                 |         ========================================        ============
         |                  |          |                 |         ||           ||                       ||        ||         ||
         |                  |          |                 |         ||       -----------                  ||        ||    -----------
         |            ------------     |                 |    -----------   Inland Real  ------------------  -----------   Inland
         |              Insurance      |                 |    Inland Real     Estate         Inland Real       Inland     Mortgage
         |              Services       |                 |      Estate      Development        Estate         Mortgage    Servicing
         |            ------------     |                 |    Sales, Inc.   Corporation  Acquisitions, Inc.  Corporation Corporation
         |                  |          |                 |    -----------   -----------  ------------------  ----------- -----------
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |   --------------      |                |               |           |
         |                  |          |                 |    Real Estate        |                |               |           |
-----------------------     |          |                 |   Sales Services      |                |               |           |
Property Management and     |          |                 |   --------------      |                |               |           |
    Related Services        |          |                 |         |             |                |               |           |
-----------------------     |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  | ----------------  -----------------  |     ----------------     -----------   ---------   ---------
         |                  | Securities Sales    Organization,    |     Construction and      Property     Mortgage    Mortgage
         |                  |                   Advisory and Real  |        Development       Acquisition   Brokerage     Loan
         |                  |                    Estate Services   |         Services          Services     Services    Servicing
         |                  | ----------------  -----------------  |     ----------------     -----------   ---------   ---------
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
         |                  |          |                 |         |             |                |               |           |
-----------------------------------------------------------------------------------------------------------------------------------
                                           Inland Western Retail Real Estate Trust, Inc.
                We are principally owned by public investors. Ownership is represented by shares of our common stock
-----------------------------------------------------------------------------------------------------------------------------------


Solid lines indicate 100% ownership. Broken lines indicate service.

* The four indicated individuals control The Inland Group, Inc. and own
substantially all of its stock.

                                       35


                              CONFLICTS OF INTEREST

     We are subject to conflicts of interest arising out of our relationship
with our sponsor, our business manager/advisor and their affiliates. All of our
agreements and arrangements with our business manager/advisor and its
affiliates, including those relating to compensation, are not the result of
arm's length negotiations. Some of the conflicts inherent in our transactions
with our business manager/advisor and its affiliates, and the limitations on our
business manager/advisor adopted to address these conflicts, are described
below. Our business manager/advisor and its affiliates will try to balance our
interests with their own. However, to the extent that our business
manager/advisor or its affiliates take actions that are more favorable to other
entities than to us, these actions could have a negative impact on our financial
performance and, consequently, on distributions to you and the value of our
stock. In addition, our directors and officers and security holders may engage
for their own account in business activities of the types conducted or to be
conducted by us and our subsidiaries.

     THERE MAY BE CONFLICTING INVESTMENT OPPORTUNITIES AMONG AFFILIATES OF OUR
BUSINESS MANAGER/ADVISOR AND THE INLAND GROUP. Affiliates of our business
manager/advisor and The Inland Group have sponsored multiple previous investment
programs. Our sponsor may also sponsor other programs which may have investment
objectives similar to ours. Therefore, our sponsor, our business manager/advisor
and their affiliates could face conflicts of interest in determining which
investment programs will have the first opportunity to acquire real properties
and other assets as they become available.

     In order to address this situation, we have an agreement with our business
manager/advisor, some of its affiliates, and Inland Retail Real Estate Trust,
Inc., another REIT sponsored by our sponsor. This agreement gives us the right
to purchase property in our primary geographic area of investment, which
includes the states west of the Mississippi River, placed under contract by our
business manager/advisor or any of its affiliates, if we are able to close the
purchase within 60 days. Similarly, Inland Retail Real Estate Trust, Inc. has
the first opportunity to purchase properties in its primary geographical area of
investment, which is located in states east of the Mississippi.

     IN THE SITUATION INVOLVING SINGLE USER NET LEASED RETAIL PROPERTY LOCATED
ANYWHERE WITHIN THE UNITED STATES, AND BOTH OF US HAVE FUNDS AVAILABLE TO MAKE
THE PURCHASE, THE PROSPECTIVE PROPERTY WILL FIRST BE OFFERED TO INLAND RETAIL
REAL ESTATE TRUST, INC. IF INLAND RETAIL REAL ESTATE TRUST, INC. DOES NOT
PURCHASE THE PROSPECTIVE PROPERTY, IT WILL THEN BE OFFERED TO US.

     Factors which may be considered in connection with evaluating the
suitability of the prospective property or other asset for investment by a
particular investment program include:

     -    the effect of the acquisition on the diversification of each program's
          portfolio;

     -    the amount of funds available for investment;

     -    cash flow; and

     -    the estimated income tax effects of the purchase and subsequent
          disposition.

     We currently focus on purchase of properties in the states west of the
Mississippi River which is outside Inland Retail Real Estate Trust Inc.'s
primary geographic area of investment. We have acquired and will continue to
acquire properties east of the Mississippi River. However, if any conflicts do
arise, they will be resolved as provided in the agreement with our business
manager/advisor discussed above.

                                       36


     All actions taken by our business manager/advisor or its affiliates which
present potential conflicts with us will be APPROVED BY A MAJORITY OF OUR
INDEPENDENT DIRECTORS.

     WE MAY ACQUIRE PROPERTIES FROM AFFILIATES OF OUR SPONSOR. The prices we pay
to affiliates of our sponsor for these properties will be equal to the prices
paid by them, plus the costs incurred by them relating to the acquisition and
financing of the properties. These prices will not be the subject of arm's
length negotiations, which could mean that the acquisitions may be on terms less
favorable to us than those negotiated in an arm's-length transaction. However,
our articles of incorporation provide that the purchase price of any property
acquired from an affiliate may not exceed its fair market value as determined by
a competent independent appraiser. In addition, the price must be approved by a
majority of our directors who have no financial interest in the transaction. If
the price to us exceeds the cost paid by our affiliate, there must be
substantial justification for the excess cost.

     WE MAY PURCHASE REAL PROPERTIES FROM PERSONS WITH WHOM AFFILIATES OF OUR
BUSINESS MANAGER/ADVISOR HAVE PRIOR BUSINESS RELATIONSHIPS. We may purchase
properties from third parties who have sold properties in the past, or who may
sell properties in the future, to our business manager/advisor or its
affiliates. If we purchase properties from these third parties, our business
manager/advisor will experience a conflict between our current interests and its
interest in preserving any ongoing business relationship with these sellers.
Nevertheless, our business manager/advisor has a fiduciary obligation to us.

     PROPERTY MANAGEMENT SERVICES ARE BEING PROVIDED BY COMPANIES OWNED
PRINCIPALLY BY AFFILIATES OF THE INLAND GROUP. Our property managers, which are
owned principally by individuals who are our affiliates, provide property
management services to us pursuant to management services agreements which we
can terminate only in the event of gross negligence or willful misconduct on the
part of the property managers. However, our property management services
agreements provide that we pay our property managers a monthly management fee of
no greater than 90% of the fee which would be payable to an unrelated third
party providing such services. In addition, the business manager/advisor and the
property managers believe that the property managers have sufficient personnel
and other required resources to discharge all responsibilities to us.

     OUR BUSINESS MANAGER/ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS, FEES
AND OTHER COMPENSATION BASED UPON OUR INVESTMENTS. We believe that the
compensation we will pay to our business manager/advisor and its affiliates is
no more than what we would pay for similar services performed by independent
firms. Some compensation is payable whether or not there is cash available to
make distributions to our stockholders. To the extent this occurs, our business
manager/advisor and its affiliates benefit from us retaining ownership of our
assets and leveraging our assets, while our stockholders may be better served by
sale or disposition or not leveraging the assets. In addition, the business
manager/advisor's ability to receive fees and reimbursements depends on our
continued investment in properties and in other assets which generate fees. Our
business manager/advisor receives fees based on the book value including
acquired intangibles of the properties under management. Our property managers
receive fees based on the income from properties under management. Therefore,
our business manager/advisor and/or property managers may recommend that we
purchase properties that generate fees for our business manager/advisor and
property managers, but are not necessarily the most suitable investment for our
portfolio. In addition, our affiliates, who receive fees, including our business
manager/advisor, may recommend that we acquire properties, which may result in
our incurring substantive amounts of indebtedness. Therefore, the interest of
the business manager/advisor and its affiliates in receiving fees may conflict
with the interest of our stockholders in earning income on their investment in
our common stock. Our business manager/advisor and its affiliates recognize that
they have a fiduciary duty to us and our stockholders, and have represented to
us that their actions and decisions will be made in the manner most favorable to
us and our stockholders.

                                       37


     While we will not make loans to our business manager/advisor or its
affiliates, we may borrow money from them for various purposes, including
funding working capital requirements. If we do, the terms, such as the interest
rate, security, fees and other charges, will be at least as favorable to us as
those which would be charged by unaffiliated lending institutions in the same
locality on comparable loans. Any money borrowed from an affiliate of The Inland
Group is expected to be repaid within 180 days.

     Our business manager/advisor and its affiliates may do business with others
who do business with us, although presently there are no instances of this.
However, our business manager/advisor or its affiliates may not receive rebates
or participate in any reciprocal business arrangements which would have the
effect of circumventing our agreement with our business manager/advisor.

     OUR BUSINESS MANAGER/ADVISOR MAY HAVE CONFLICTING FIDUCIARY OBLIGATIONS IF
WE ACQUIRE PROPERTIES WITH ITS AFFILIATES. Our business manager/advisor may
cause us to acquire an interest in a property through a joint venture with its
affiliates. In these circumstances, our business manager/advisor will have a
fiduciary duty to both us and its affiliates participating in the joint venture.
In order to minimize the conflict between these fiduciary duties, the advisory
agreement provides guidelines for investments in joint ventures with affiliates.
In addition, our articles of incorporation require a majority of our
disinterested directors to determine that the transaction is fair and reasonable
to us and is on terms and conditions no less favorable than from unaffiliated
third parties entering into the venture.

     THERE IS COMPETITION FOR THE TIME AND SERVICES OF OUR BUSINESS
MANAGER/ADVISOR. We rely on our business manager/advisor and its affiliates for
our daily operation and the management of our assets. Personnel of our business
manager/advisor and its affiliates have conflicts in allocating their management
time, services and functions among the real estate investment programs they
currently service and any future real estate investment programs or other
business ventures which they may organize or serve. Our business manager/advisor
and its affiliates believe they have enough staff to perform their
responsibilities in connection with all of the real estate programs and other
business ventures in which they are involved.

     INLAND SECURITIES CORPORATION IS PARTICIPATING AS MANAGING DEALER IN THE
SALE OF THE SHARES. Inland Securities Corporation is the managing dealer of the
offering and is affiliated with The Inland Group. The managing dealer is
entitled to selling commissions and reimbursement for marketing and due
diligence expenses. The managing dealer may be subject to a conflict of interest
arising out of its participation in this offering and its affiliation with The
Inland Group in performing its "due diligence" obligations which arise under the
Securities Act of 1933. However, the managing dealer believes it has and will
continue to properly perform these "due diligence" activities.

     WE MAY ACQUIRE THE BUSINESS OF OUR BUSINESS MANAGER/ADVISOR AND OUR
PROPERTY MANAGERS WITHOUT FURTHER ACTION BY OUR STOCKHOLDERS. During the term of
our agreements with our business manager/advisor and our property managers, we
have the option to acquire or consolidate the business conducted by them without
any consent of our stockholders, our business manager/advisor or our property
managers. We may elect to exercise this right at any time after September 15,
2008. Before this date, we need the consent of the business manager/advisor and
the property managers to exercise this right. Our decision to exercise this
right will be determined by a vote of a majority of our disinterested directors.
Our business manager/advisor and our property managers and their shareholders
will receive shares of our common stock in the acquisition. The transaction will
occur, if at all, only if the board of directors obtains a fairness opinion from
a recognized financial valuation service provider to the effect that the
consideration to be paid is fair, from a financial point of view, to our
stockholders. We will be obligated to pay any fees accrued under any contractual
arrangements we have with the business manager/advisor and/or the property
managers for services rendered through the closing of such acquisitions.

                                       38


     WE DO NOT HAVE ARM'S-LENGTH AGREEMENTS. As we have noted, our agreements
and arrangements with our business manager/advisor or any of its affiliates,
including those relating to compensation, are not the result of arm's length
negotiations, but we believe these agreements and arrangements approximate the
terms of arm's length transactions.

                                       39


                               COMPENSATION TABLE

     The compensation arrangements between us and our business manager/advisor,
The Inland Group and its affiliates, were not determined by arm's-length
negotiations. See "Conflicts of Interest." The following table discloses the
compensation which we may pay our business manager/advisor and its affiliates.
In those instances in which there are maximum amounts or ceilings on the
compensation which may be received, our business manager/advisor and its
affiliates may not recover any excess amounts for those services by
reclassifying them under a different compensation or fee category.

     We define net income as total revenues less expenses other than additions
to reserves for depreciation or bad debts or other similar non-cash reserves.
When we use the term "net income" for purposes of calculating some expenses and
fees, it excludes the gain from the sale of our assets. This definition of net
income is prescribed by the Statement of Policy Regarding REITs adopted by the
North American Securities Administrators Association, Inc., or NASAA; but it is
not in accordance with generally accepted accounting principles in the United
States, because depreciation and other non-cash reserves are not deducted in
determining net income under the NASAA REIT Statement. Excluding depreciation
will result in not reimbursing our business manager/advisor for a non-cash
expenditure and not excluding the gain from the sale of our assets could result
in greater net income on which the 25% reimbursement to our business
manager/advisor is allowed.

NONSUBORDINATED PAYMENTS

     The following aggregate amounts of compensation, allowances and fees we may
pay to our business manager/advisor and its affiliates are not subordinated to
the returns on net investments that we are required to pay to our stockholders.



     TYPE OF COMPENSATION AND                                                                    ESTIMATED MAXIMUM
            RECIPIENT                              METHOD OF COMPENSATION                          DOLLAR AMOUNT
------------------------------------   -------------------------------------------------   --------------------------------
                                                       OFFERING STAGE
                                                                                     
Selling commissions payable to         We will pay a selling commission of 7.5% of         Through September 30, 2004,
the managing dealer and dealers        the sale price for each share (and reallow          we have incurred $135,587,028
designated by the managing             7%), subject to reduction for special sales         in selling commissions in
dealers referred to as soliciting      under the circumstances as described in the         connection with our initial
dealers.                               "Plan of Distribution - Compensation - We Will      public offering. We intend
                                       Pay For the Sale of Our Shares."                    to sell 250,000,000 shares of
                                                                                           our common stock at $10.00
                                       We will permit the managing dealer and its          per share in our initial
                                       respective officers and employees and certain       public offering. The actual
                                       of its affiliates to purchase shares net of         amount we will incur in this
                                       sales commissions and the marketing allowance       offering depends upon the
                                       and due diligence expense allowance or for          amount of shares sold. A
                                       $8.95 per share; however, any subsequent            total of $187,500,000 in
                                       purchases of shares by any such persons are         selling commissions will be
                                       limited to a maximum discount of 5%.                paid if the maximum offering
                                                                                           is sold and there are no
                                                                                           special sales.


                                       40




     TYPE OF COMPENSATION AND                                                                    ESTIMATED MAXIMUM
            RECIPIENT                              METHOD OF COMPENSATION                          DOLLAR AMOUNT
------------------------------------   -------------------------------------------------   --------------------------------
                                                                                     
                                       Also, soliciting dealers and their respective
                                       officers and employees and certain of their
                                       respective affiliates who request and are
                                       entitled to purchase shares net of selling
                                       commissions may make an initial purchase of
                                       shares net of sales commissions or for $9.30
                                       per share; however, any subsequent purchases
                                       of shares by any such persons are limited to a
                                       maximum discount of 5%.

Marketing allowance and due            We will pay an amount equal to 2.5% of the          Through September 30, 2004,
diligence expense allowance paid       gross offering proceeds to the managing             we have incurred $16,811,558
to the managing dealer and             dealer, all or a portion of which may be            in marketing allowance and
soliciting dealers.                    passed on to soliciting dealers, in lieu of         due diligence expense
                                       reimbursement of specific expenses associated       allowance in connection with
                                       with marketing. We may pay an additional            our initial public offering.
                                       0.5% of the gross offering proceeds to the          The actual amount of
                                       managing dealer, which may be passed on to          marketing allowance and due
                                       the soliciting dealers, for due diligence           diligence expense allowance
                                       expenses. We will not pay the marketing             in connection with this
                                       allowance and due diligence expense allowance       offering will depend on the
                                       in connection with any special sales, except        number of shares sold. If
                                       those receiving volume discounts and those          there are no special sales
                                       described in "Plan of Distribution - Volume         and we sell the maximum
                                       Discounts."                                         number of shares offered,
                                                                                           approximately $75,000,000
                                                                                           will be paid for the
                                                                                           marketing allowance and the
                                                                                           due diligence expense
                                                                                           allowance.


                                       41




     TYPE OF COMPENSATION AND                                                                    ESTIMATED MAXIMUM
            RECIPIENT                              METHOD OF COMPENSATION                          DOLLAR AMOUNT
------------------------------------   -------------------------------------------------   --------------------------------
                                                                                     
Reimbursable expenses and other        We expect to incur the following expenses in        All amounts other than the
expenses of issuance and               connection with this offering:                      Securities and Exchange
distribution                                                                               Commission registration fee
                                       Securities and Exchange Commission                  and the NASD filing fee are
                                       registration                                        estimates. The actual
                                                                                           amounts of these expenses
                                       Fee                         $     340,823           cannot be determined at the
                                                                                           present time. We estimate
                                       NASD filing fee             $      30,500           the total amount of the
                                       Printing and mailing                                issuance and distribution
                                       expenses                    $   4,250,000           expenses to be approximately
                                                                                           $13,307,323. Through
                                       Blue Sky fees and                                   September 30, 2004, we have
                                       expenses                    $     136,000           incurred $969,524 of
                                                                                           reimbursable expenses to our
                                       Legal fees and expenses     $     900,000           business manager/advisor in
                                       Accounting fees and                                 connection with our initial
                                       expenses                    $     650,000           public offering. In
                                                                                           addition, as of December 31,
                                       Advertising and sales                               2003, our business
                                       literature                  $   5,500,000           manager/advisor had advanced
                                                                                           an aggregate of approximately
                                       Transfer Agent fees         $     800,000           $1,763,306 for the payment of
                                                                                           offering expenses to
                                       Data processing fees        $     500,000           non-affiliated third parties
                                                                                           in connection with our
                                       Bank fees and other                                 initial public offering, all
                                       administrative expenses     $     200,000           of which has been repaid.

                                       If the aggregate of all offering expenses,          Our sponsor has not advanced
                                       including selling commissions, the marketing        any reimbursable expenses in
                                       allowance and due diligence expense allowance,      connection with this
                                       exceeds 15% of the gross offering proceeds, of      offering. We may reimburse
                                       if the aggregate of all offering expenses,          up to $13,307,323 for
                                       excluding the selling expenses, exceeds 5.5%        offering expenses advanced if
                                       of the gross offering proceeds, our business        we sell the maximum number of
                                       manager/advisor or its affiliates will              shares offered in this
                                       promptly pay the excess and we will have no         offering.
                                       liability for these expenses at any time
                                       afterward.                                          If this offering is not
                                                                                           successful, then our sponsor
                                                                                           will be solely responsible
                                                                                           for the offering expenses to
                                                                                           the extent it has not been
                                                                                           reimbursed.


                                       42




     TYPE OF COMPENSATION AND                                                                    ESTIMATED MAXIMUM
            RECIPIENT                              METHOD OF COMPENSATION                          DOLLAR AMOUNT
------------------------------------   -------------------------------------------------   --------------------------------

                                                                                     
Acquisition expenses paid to our       We will pay an amount, estimated to be up to        We may pay no more than
business manager/advisor's             0.5% of the total of (1) the gross offering         $13,450,000 for the
affiliates, Inland Real Estate         proceeds from the sale of 250,000,000 shares,       reimbursement of acquisition
Acquisitions, Inc. and The Inland      (2) the gross proceeds from the sale of up to       expenses if the maximum
Real Estate Group, Inc.                20,000,000 shares pursuant to the distribution      number of shares are sold and
                                       reinvestment programs. The acquisition              all of the 20,000,000 shares
                                       expenses for any particular property will not       are sold pursuant to the
                                       exceed 6% of the gross purchase price of the        distribution reinvestment
                                       property.                                           program.

                                       However, if we request additional services,         However, the actual amounts
                                       the compensation will be provided on separate       cannot be determined at the
                                       agreed-upon terms and the rate will be              present time.
                                       approved by a majority of disinterested
                                       directors, including a majority of the
                                       disinterested independent directors, as fair
                                       and reasonable for us.

Interest expenses paid to our          We may borrow money from our business               The actual amounts are
business manager/advisor and           manager/advisor and its affiliates in order to      dependent on actual
Inland Mortgage Corporation in         acquire properties. In such instances, we           borrowings. Therefore, these
connection with loans.                 will pay our business manager/advisor and its       amounts cannot be determined
                                       affiliates interest at prevailing market rates.     at the present time.

                                                      OPERATIONAL STAGE

Property management fee paid to        We will pay a monthly fee of 4.5% of the gross      For the year ended December
our property managers, Inland US       income from the properties. We will also pay        31, 2003, and the nine months
Management LLC, Inland Southwest       a monthly fee for any extra services equal to       ended September 30, 2004 we
Management LLC and Inland Pacific      no more than 90% of that which would be             have incurred and paid
Management LLC. We will pay the        payable to an unrelated party providing the         property management fees of
fee for services in connection         services. The property managers may                 $16,627 and $2,847,427, of
with the rental, leasing,              subcontract their duties for a fee that may be      which 16,627 and $2,847,427
operation and management of the        less than the fee provided for in the               were retained by Inland US
properties.                            management services agreements.                     Management LLC, Inland
                                                                                           Southwest Management LLC and
                                                                                           Inland Pacific Management
                                                                                           LLC. If we acquire the
                                                                                           businesses of our business
                                                                                           manager/advisor and/or our
                                                                                           property managers, the
                                                                                           property management fees will
                                                                                           cease. The actual amounts we
                                                                                           will incur in the future are
                                                                                           dependent upon results of
                                                                                           operations and, therefore,
                                                                                           cannot be determined at the
                                                                                           present time.


                                       43




    TYPE OF COMPENSATION AND                                                                     ESTIMATED MAXIMUM
            RECIPIENT                              METHOD OF COMPENSATION                          DOLLAR AMOUNT
------------------------------------   -------------------------------------------------   --------------------------------
                                                                                     
Reimbursable expenses to our           We will reimburse some expenses of the              The actual amounts are
business manager/advisor. These        business manager/advisor. The compensation          dependent upon results of
may include costs of goods and         and reimbursements to our business                  operations and, therefore,
services, administrative               manager/advisor will be approved by a               cannot be determined at the
services and non-supervisory           majority of our directors and a majority of         present time.
services performed directly for        our independent directors as fair and
us by independent parties.             reasonable for us.

We will reimburse some expenses        Inland Risk and Insurance Management Services       The actual amounts are
of the Inland Risk and Insurance       charges us $50 per hour for assistance in           dependent upon results of
Management Services for                obtaining insurance coverage. Any commissions       operations and, therefore,
insurance coverage.                    they receive are credited against this              cannot be determined at the
                                       hourly rate. We believe this hourly                 present time.
                                       rate is approximately 90% of the rate charged
                                       by unaffiliated third parties. The
                                       compensation to this company will be approved
                                       by a majority of our directors and a majority
                                       of our independent directors as fair and
                                       reasonable for us.

We will compensate the Inland          Inland Mortgage Servicing Corporation charges       For the year ended December
Mortgage Servicing Corporation         us .03% per year on the first billion dollars       31, 2003, and the nine
and Inland Mortgage Investment         of mortgages serviced and .01% thereafter.          months ended September 30,
Corporation for purchase, sale         Inland Mortgage Investment Corporation charges      2004 we have incurred and
and servicing of mortgages             us .02% of the principal amount of each loan        paid $328 and $63,978 to
                                       placed. The compensation to these companies         Inland Mortgage Servicing
                                       will be approved by a majority of our               Corporation. For the year
                                       directors and a majority of our independent         ended December 31, 2003, and
                                       directors as fair and reasonable for us.            the nine months ended
                                                                                           September 30, 2004 we have
                                                                                           incurred and paid $59,523
                                                                                           and $2,241,986 to Inland
                                                                                           Mortgage Investment
                                                                                           Corporation. The actual
                                                                                           amounts we will incur in the
                                                                                           future are dependent upon
                                                                                           results of operations and
                                                                                           cannot be determined at the
                                                                                           present time.


                                       44



                                                                                     
                                                      LIQUIDATION STAGE

Property disposition fee payable       We may pay a property disposition fee to our        The actual amounts to be
to our business manager/advisor's      business manager/advisor and its affiliates if      received depend upon the sale
affiliates, Inland Real Estate         we sell any of our real property in an amount       price of our properties and,
Sales, Inc. and Inland                 equal to the lesser of:                             therefore, cannot be
Partnership Property Sales Corp.                                                           determined at the present
                                       1.    3% of the contract sales price of the         time. If we acquire the
                                             property; or                                  business manager/advisor, the
                                                                                           property disposition fee will
                                       2.    50% of the customary commission which         cease.
                                             would be paid to a third party broker
                                             for the sale of a comparable property.

                                       The amount paid, when added to the sums paid
                                       to unaffiliated parties, will not exceed
                                       either the customary commission or an amount
                                       equal to 6% of the contracted for sales
                                       price. Payment of such fees will be made only
                                       if the business manager/advisor provides a
                                       substantial service in connection with the
                                       sale of the property. See "Management -- Our
                                       Advisory Agreement."


SUBORDINATED PAYMENTS

     We may pay the following additional fees to our business manager/advisor
after returns on net investment have been paid to the stockholders:



    TYPE OF COMPENSATION AND                                                                  ESTIMATED MAXIMUM DOLLAR
            RECIPIENT                              METHOD OF COMPENSATION                              AMOUNT
---------------------------------------------------------------------------------------------------------------------------
                                                                                     
                                                     OPERATIONAL STAGE

Advisor asset management fee           We pay an annual advisor asset management fee       The actual amounts to be
payable to our business                of not more than 1% of our average assets. Our      received depend upon the sale
manager/advisor.                       average assets means the average of the total       price of our properties and,
                                       book value including acquired intangibles of        therefore, cannot be
                                       our real estate assets plus the total value of      determined at the present
                                       our loans receivables secured by real estate,       time. If we acquire the
                                       before reserves for depreciation or bad debts       business manager/advisor, the
                                       or other similar non-cash reserves. We will         advisor asset management fee
                                       compute our average assets by taking the            will cease.
                                       average of these values at the end of each
                                       month during the quarter for which we are
                                       calculating the fee. The fee is payable
                                       quarterly in an amount equal to 1/4 of 1% of
                                       average assets as of the last day of the
                                       immediately preceding quarter. For any year in
                                       which we qualify as a REIT, our business
                                       manager/advisor must reimburse us for the
                                       following amounts if any:


                                       45



                                                                                     
                                       (1)   the amounts by which our total operating
                                             expenses, the sum of the advisor asset
                                             management fee plus other operating
                                             expenses, paid during the previous fiscal
                                             year exceed the greater of:

                                             -   2% of our average assets for that
                                                 fiscal year, or

                                             -   25% of our net income for that fiscal
                                                 year.

                                       (2)  plus an amount, which will not exceed the
                                            advisor asset management fee for that year,
                                            equal to any difference between the total
                                            amount of distributions to stockholders for
                                            that year and the 6% annual return on the
                                            net investment of stockholders.
                                       Items such as organization and offering
                                       expenses, property expenses, interest payments,
                                       taxes, non-cash expenditures, the incentive
                                       advisory fee and acquisition expenses are
                                       excluded from the definition of total operating
                                       expenses.

                                       See "Management -- Our Advisory Agreement" for
                                       an explanation of circumstances where the
                                       excess amount specified in clause (1) may not
                                       need to be reimbursed.

Incentive advisory fee payable         We will pay to the business manager/advisor an      The actual amounts to be
to our business manager/advisor.       amount equal to 15% of the net proceeds from        received depend upon the sale
                                       the sale of a property after the stockholders       price of our properties and,
                                       have first received:                                therefore, cannot be
                                                                                           determined at the present
                                       (1)   a cumulative non-compounded return equal      time. If we acquire or
                                             to 10% a year on their net investment; and    consolidate with the business
                                                                                           conducted by our business
                                                                                           manager/advisor, the
                                       (2)   their net investment.                         incentive advisory fee will
                                                                                           terminate.


                                       46


COMPENSATION TO OFFICERS AND DIRECTORS

     We expect to pay the following to our directors (as our officers are not
paid directly by us):



    TYPE OF COMPENSATION AND                                                        ESTIMATED MAXIMUM
            RECIPIENT                         METHOD OF COMPENSATION                  DOLLAR AMOUNT
-------------------------------------------------------------------------------------------------------------------
                                                                        
Director fees                          Independent directors receive          We will pay the five independent
                                       an annual fee of $5,000                directors $25,000 in the aggregate
                                       (increased to $10,000                  (increased to $50,000 effective
                                       effective October 1, 2004)             October 1, 2004), plus fees for
                                       and a fee of $500 for                  attending meetings.  As of September
                                       attending each meeting of the          30, 2004 our five independent
                                       board or one of its                    directors were paid fees in the
                                       committees in person and $350          aggregate of $105,550. The actual
                                       for attending a meeting via            amounts to be received for future
                                       the telephone.  Our officers           meetings depends upon the number of
                                       who are also our directors do          meetings and their attendance and,
                                       not receive director fees.             therefore, cannot be determined at the
                                                                              present time.

Stock options to independent           Each independent director              This form of compensation is not paid
directors                              receives                               in cash.

                                       -   an initial option to
                                           purchase 3,000 shares of
                                           common stock at a price of
                                           $8.95 per share, when they
                                           become an independent
                                           director, subject to some
                                           conditions; and

                                       -   each year on the date of
                                           the stockholders' annual
                                           meeting, an additional
                                           option to purchase 500
                                           shares of common stock at
                                           an exercise price equal to
                                           the then fair market value
                                           per share.  For additional
                                           information on this option
                                           plan, see "Management --
                                           Independent Director Stock
                                           Option Plan."


                                       47


                            ESTIMATED USE OF PROCEEDS

     The amounts listed in the table below represent our current estimates
concerning the use of the offering proceeds. Since these are estimates, they may
not accurately reflect the actual receipt or application of the offering
proceeds. The amounts assume:

     -    we sell the maximum of 250,000,000 shares in this offering at $10 per
          share; and

     -    we sell the maximum of 20,000,000 shares in our distribution
          reinvestment program at $9.50 per share.

     Under this scenario we have not given effect to any special sales or volume
discounts which could reduce selling commissions.



                                                                                  MAXIMUM OFFERING
                                                                          (INCLUDING SHARES SOLD UNDER THE
                                                                         DISTRIBUTION REINVESTMENT PROGRAM)
                                                                         -----------------------------------
                                                                              AMOUNT             PERCENT
                                                                         ----------------   ----------------
                                                                                                
Gross proceeds .......................................................   $  2,690,000,000             100.00%
                                                                         ----------------   ----------------
Less expenses:
     Selling commissions .............................................        187,500,000               6.97%
     Marketing allowance .............................................         62,500,000               2.32%
     Due diligence expense allowance .................................         12,500,000               0.46%
                                                                         ----------------   ----------------
     Organization and offering .......................................         13,307,000               0.50%
                                                                         ----------------   ----------------
     Total expenses ..................................................        275,807,000              10.26%
                                                                         ----------------   ----------------

Gross amount available ...............................................      2,414,193,000              89.74%
Less:
     Acquisition expenses ............................................         13,450,000               0.50%
     Working capital reserve .........................................         26,900,000               1.00%
                                                                         ----------------   ----------------
Net cash available ...................................................   $  2,373,843,000              88.24%
                                                                         ================   ================


     We will pay the managing dealer cash selling commissions of up to 7.5% on
all of the 250,000,000 shares of common stock sold on a best efforts basis. No
selling commission is paid on shares sold through our distribution reinvestment
program.

                                       48


                       PRIOR PERFORMANCE OF OUR AFFILIATES

PRIOR INVESTMENT PROGRAMS

     During the 10-year period ending September 30, 2004, The Inland Group and
its affiliates have sponsored two other REITs and 30 real estate exchange
private placements, which altogether have raised more than $3,132,378,000 from
over 73,000 investors. During that period, Inland Real Estate Corporation and
Inland Retail Real Estate Trust, Inc., the other REITs, have raised over
$2,980,790,000 from over 73,000 investors. Inland Real Estate Corporation and
Inland Retail Real Estate Trust, Inc. have investment objectives and policies
similar to ours and have invested principally in shopping centers that provide
sales of convenience goods and personal services to neighboring communities in
the Midwest and Southeast areas. However, Inland Real Estate Corporation is now
a self-administered REIT and is no longer affiliated with The Inland Group. Our
investment objectives and policies are similar to those of several of the other
prior investment programs sponsored by our affiliates which have owned and
operated retail properties. However, the vast majority of the other investment
programs sponsored by our affiliates were dissimilar from our operation in that
the prior programs owned apartment properties, pre-development land and whole or
partial interests in mortgage loans.

     The information in this section and in the Prior Performance Tables
included in this prospectus as APPENDIX A shows relevant summary information
concerning real estate programs sponsored by our affiliates. The purpose is to
provide information on the prior performance of these programs so that you may
evaluate the experience of the affiliated companies in sponsoring similar
programs. The following discussion is intended to briefly summarize the
objectives and performance of the prior programs and to disclose any material
adverse business developments sustained by them. Past performance is not
necessarily indicative of future performance.

SUMMARY INFORMATION

     The table below provides summarized information concerning prior programs
sponsored by our affiliates for the 10-year period ending September 30, 2004,
and is qualified in its entirety by reference to the introductory discussion
above and the detailed information appearing in the Prior Performance Tables in
APPENDIX A of this prospectus. YOU SHOULD NOT CONSTRUE INCLUSION OF THE
SUCCEEDING TABLES AS IMPLYING IN ANY MANNER THAT WE WILL HAVE RESULTS COMPARABLE
TO THOSE REFLECTED IN THE TABLES BECAUSE THE YIELD AND CASH AVAILABLE AND OTHER
FACTORS COULD BE SUBSTANTIALLY DIFFERENT FOR OUR PROPERTIES. YOU SHOULD NOTE
THAT BY ACQUIRING OUR SHARES, YOU WILL NOT BE ACQUIRING ANY INTERESTS IN ANY
PRIOR PROGRAMS.

                                       49




                                                            INLAND RETAIL                                 INLAND REAL
                                                             REAL ESTATE        INLAND REAL ESTATE          ESTATE
                                                             TRUST, INC.           CORPORATION         EXCHANGE PRIVATE
                                                                 REIT                  REIT                PLACEMENT
                                                            PROGRAM AS OF         PROGRAM AS OF         OFFERINGS AS OF
                                                            SEPTEMBER 30,         SEPTEMBER 30,          SEPTEMBER 30,
                                                                 2004                  2004                  2004
                                                          --------------------------------------------------------------
                                                                                                    
Number of programs sponsored                                               1                     1                    30
Aggregate amount raised from investors                    $    2,279,622,000           701,168,000           151,588,000
Approximate aggregate number of
  investors                                                           59,000                14,000                   386
Number of properties purchased                                           274                   148                    30
Aggregate cost of properties                              $    4,053,516,000         1,276,000,000           294,864,000
Number of mortgages/notes                                                  0                     0                     0
Principal amount of mortgages/notes                       $                0                     0                     0
Principal of properties (based on cost)
  that were:
Commercial--
  Retail                                                               90.00%                86.00%                44.82%
  Single-user net-lease                                                10.00%                14.00%                 9.10%
  Nursing homes                                                         0.00%                 0.00%                 0.00%
  Offices                                                               0.00%                 0.00%                30.22%
  Industrial                                                            0.00%                 0.00%                15.86%
  Health clubs                                                          0.00%                 0.00%                 0.00%
  Mini-storage                                                          0.00%                 0.00%                 0.00%
    Total commercial                                                  100.00%               100.00%                100.0%
Multi-family residential                                                0.00%                 0.00%                 0.00%
Land                                                                    0.00%                 0.00%                 0.00%

Percentage of properties (based on cost) that were:
Newly constructed (within a year of
  acquisition)                                                         37.00%                40.00%                60.00%
Existing construction                                                  63.00%                60.00%                40.00%

Number of properties sold in whole or in
  part                                                                     0                    11                     0

Number of properties exchanged                                             0                     0                     0


     Of the programs included in the above table, Inland Real Estate Corporation
and Inland Retail Real Estate Trust, Inc. have investment objectives similar to
ours. Inland Real Estate Corporation and Inland Retail Real Estate Trust, Inc.
represent approximately 97% of the aggregate amount raised from investors,
approximately 99% of the aggregate number of investors, approximately 95% of the
properties purchased, and approximately 95% of the aggregate cost of the
properties.

     During the three years prior to September 30, 2004, Inland Real Estate
Corporation purchased 26 commercial properties and Inland Retail Real Estate
Trust, Inc. purchased 249 commercial properties. Upon written request, you may
obtain, without charge, a copy of Table VI filed with the Securities and
Exchange Commission in Part II of our prospectus. The table provides more
information about these acquisitions.

                                       50


PUBLICLY REGISTERED REITS

     INLAND REAL ESTATE CORPORATION. Through a total of four public offerings,
the last of which was completed in 1999, Inland Real Estate Corporation sold a
total of 51,642,397 shares of common stock. In addition, as of September 30,
2004, Inland Real Estate Corporation issued 14,293,208 shares of common stock
through its distribution reinvestment program. As of September 30, 2004, Inland
Real Estate Corporation repurchased 5,256,435 shares of common stock through its
share repurchase program for an aggregate amount of $49,159,202. As a result,
Inland Real Estate Corporation has realized total gross offering proceeds of
approximately $701,168,000 as of September 30, 2004. On June 9, 2004, Inland
Real Estate Corporation listed its shares on the New York Stock Exchange and
began trading under the ticker "IRC".

     Inland Real Estate Corporation's objective is to purchase shopping centers
that provide convenience goods, personal services, wearing apparel and hardware
and appliances located within an approximate 400-mile radius of its headquarters
in Oak Brook, Illinois, and to provide, at a minimum, cash distributions on a
quarterly basis and a hedge against inflation through capital appreciation. It
may also acquire single-user retail properties throughout the United States. As
of September 30, 2004, the properties owned by Inland Real Estate Corporation
were generating sufficient cash flow to cover operating expenses plus pay an
annual cash distribution of $0.94 per share paid monthly.

     As of September 30, 2004, Inland Real Estate Corporation owned interests in
139 properties for a total investment of approximately $1,325,000,000. These
properties were purchased with proceeds received from the above described
offerings of shares of its common stock and financings. As of September 30,
2004, Inland Real Estate Corporation financed approximately $641,370,000 on its
properties and had $110,000,000 outstanding through an unsecured line of credit.

     On July 1, 2000, Inland Real Estate Corporation became a self-administered
REIT by completing its acquisition of Inland Real Estate Advisory Service, Inc.,
its advisor, and Inland Commercial Property Management, Inc., its property
manager. The acquisition was accomplished by merging its advisor and its
property manager into two wholly owned subsidiaries of Inland Real Estate
Corporation. As a result of the merger, Inland Real Estate Corporation issued to
our sponsor, the sole shareholder of the advisor, and The Inland Property
Management Group, Inc., the sole shareholder of its property manager, an
aggregate of 6,181,818 shares of Inland Real Estate Corporation's common stock
at $11 per share, or approximately 9.008% of its common stock.

     INLAND RETAIL REAL ESTATE TRUST, INC. Through a total of three public
offerings, the last of which was completed in 2003, Inland Retail Real Estate
Trust, Inc. sold a total of 213,699,534 shares of its common stock. In addition,
as of September 30, 2004, Inland Retail Real Estate Trust, Inc. issued
18,653,894 shares through its distribution reinvestment program, and has
repurchased a total of 3,087,940 shares through the share reinvestment program.
As a result, Inland Retail Real Estate Trust Inc. has realized total gross
offering proceeds of approximately $2,279,622,000 as of September 30, 2004.

     Inland Retail Real Estate Trust, Inc.'s objective is to purchase shopping
centers east of the Mississippi River in addition to single-user retail
properties in locations throughout the United States, and to provide regular
cash distributions and a hedge against inflation through capital appreciation.
As of September 30, 2004, the properties owned by Inland Retail Real Estate
Trust, Inc. were generating sufficient cash flow to cover operating expenses
plus pay an annual cash distribution of $.83 per share per annum paid monthly.

                                       51


     As of September 30, 2004, Inland Retail Real Estate Trust, Inc. owned 274
properties for a total investment of approximately $4,053,516,000. These
properties were purchased with proceeds received from the above described
offerings of shares of its common stock and financings. As of September 30,
2004, Inland Retail Real Estate Trust, Inc. financed approximately
$2,208,835,000 on its properties.

                                       52


The following table summarizes distributions for each of the publicly registered
                        REITS through September 30,2004:

                                REIT PERFORMANCE
                    Distributions through September 30, 2004



                                        INLAND REAL ESTATE CORPORATION
                                            OFFERING COMPLETED 1999
     ---------------------------------------------------------------------------------------------------
                                                                             Average         Average
                                                                           Annualized      Annualized
                                                                          Distribution    Distribution
                                                                          for Purchases   for Purchases
          Total           Ordinary       Non-taxable     Capital Gain      at $10 per      at $11 per
       Distribution        Income        Distribution    Distribution         Share           Share
           ($)              ($) *           ($) **          ($) ***            ($)             ($)
     ---------------------------------------------------------------------------------------------------
                                                                             
1995          736,627           694,213         42,414                 -       7.6             N/A
1996        3,704,943         3,093,525        611,418                 -       8.1             N/A
1997       13,127,597         9,739,233      3,388,364                 -       8.6             N/A
1998       35,443,213        27,015,143      8,428,070                 -       8.8             7.9
1999       48,379,621        35,640,732     12,738,889                 -       8.9             8.0
2000       52,964,010        40,445,730     12,518,280                 -       9.0             8.1
2001       58,791,604        45,754,604     12,662,414           374,586       9.3             8.4
2002       60,090,685        41,579,944     18,315,640           195,101       9.4             8.5
2003       61,165,608        47,254,096     13,577,679           333,833       9.4             8.6
2004       40,734,316        40,734,316              *                 -       9.4             8.6
     --------------------------------------------------------------------

          381,138,224       297,951,536     82,283,168           903,520
     ====================================================================


                     INLAND RETAIL REAL ESTATE TRUST, INC.
                          OFFERING COMPLETED 2003
     --------------------------------------------------------------
                                                        Average
         Total         Ordinary       Non-taxable     Annualized
      Distribution      Income       Distribution    Distribution
          ($)            ($) *          ($) **            (%)
     --------------------------------------------------------------
                                              
1999      1,396,861         318,484       1,078,377       7.2
2000      6,615,454       3,612,577       3,002,877       7.7
2001     17,491,342      10,538,534       6,952,808       8.0
2002     58,061,491      36,387,136      21,674,355       8.2
2003    160,350,811      97,571,099      62,779,712       8.3
2004    141,029,478     141,029,478               *       8.3
     -----------------------------------------------

        384,945,437     289,457,308      95,488,129
     ===============================================


      ON JUNE 9, 2004 INLAND REAL ESTATE CORPORATION LISTED ITS SHARES ON
     THE NEW YORK STOCK EXCHANGE AND BEGAN TRADING UNDER THE SYMBOL "IRC."

         * The breakout between ordinary income and return of capital is
           finalized on an annual basis after the calendar year end.
        ** Represents a return of capital for federal income tax purposes.
       *** Represents a capital gain distribution for federal income tax
           purposes.

                                       53


PRIVATE PARTNERSHIPS

     Since our inception and through September 30, 2004, our affiliates have
sponsored 514 private placement limited partnerships which have raised more than
$524,201,000 from approximately 17,000 investors and invested in properties for
an aggregate price of more than $1 billion in cash and notes. Of the 522
properties purchased, 93% have been in Illinois. Approximately 90% of the funds
were invested in apartment buildings, 6% in shopping centers, 2% in office
buildings and 2% in other properties. Including sales to affiliates, 475
partnerships have sold their original property investments. Officers and
employees of our sponsor and its affiliates invested more than $17,000,000 in
these private placement limited partnerships.

     From October 1, 1995 through September 30, 2004, investors in The Inland
Group private partnerships have received total distributions in excess of
$269,026,000, consisting of cash flow from partnership operations, interest
earnings, sales and refinancing proceeds and cash received during the course of
property exchanges.

     Following a proposal by the former corporate general partner, which was an
affiliate of The Inland Group, investors in 301 private partnerships voted in
1990 to make our sponsor the corporate general partner for those partnerships.

     Beginning in December 1993 and continuing into the first quarter of 1994,
investors in 101 private limited partnerships for which our sponsor is the
general partner received letters from it informing them of the possible
opportunity to sell the 66 apartment properties owned by those partnerships to a
to-be-formed REIT in which affiliates of our sponsor would receive stock and
cash and the limited partners would receive cash. The underwriters of this
apartment REIT subsequently advised our sponsor to sell to a third party its
management and general partner's interests in those remaining limited
partnerships not selling their apartment properties to the apartment REIT. Those
not selling their apartment properties constituted approximately 30% of the
Inland-sponsored limited partnerships owning apartment buildings. The
prospective third-party buyers of our sponsor's interests in the remaining
partnerships, however, would make no assurance to support those partnerships
financially. As a result, in a March 1994 letter, our sponsor informed investors
of its decision not to go forward with the formation of the apartment REIT.

     Following this decision, two investors filed a complaint in April 1994 in
the Circuit Court of Cook County, Illinois, Chancery Division, purportedly on
behalf of a class of other unnamed investors, alleging that our sponsor had
breached its fiduciary responsibility to those investors whose partnerships
would have sold apartment properties to the apartment REIT. The complaint sought
an accounting of information regarding the apartment REIT matter, an unspecified
amount of damages and the removal of our sponsor as general partner of the
partnerships that would have participated in the sale of properties. In August
1994, the court granted our sponsor's motion to dismiss, finding that the
plaintiffs lacked standing to bring the case individually. The plaintiffs were
granted leave to file an amended complaint. Thereafter, in August 1994, six
investors filed an amended complaint, purportedly on behalf of a class of other
investors, and derivatively on behalf of six limited partnerships of which our
sponsor is the general partner. The derivative counts sought damages from our
sponsor for alleged breach of fiduciary duty and breach of contract, and
asserted a right to an accounting. Our sponsor filed a motion to dismiss in
response to the amended complaint. The suit was dismissed in March 1995 with
prejudice. The plaintiffs filed an appeal in April 1996. After the parties
briefed the issue, arguments were heard by the Appellate Court in February 1997.
In September 1997, the Appellate Court affirmed the trial court decision in
favor of our sponsor.

                                       54


     Inland Real Estate Investment Corporation is the general partner of
twenty-seven private limited partnerships and one public limited partnership
that own corporate interests in fifteen buildings that are net leased to Kmart.
The fourteen Kmarts owned by the private limited partnerships are all cross
collateralized. Relating to the Kmart bankruptcy, the status of the fifteen is
as follows:

     -    CATEGORY 1 - The leases of nine of the Kmarts are current and have
          been accepted by Kmart under their Chapter 11 reorganization plan.

     -    CATEGORY 2 - Kmart assigned its designation rights in one lease to
          Kohl's. The lease was amended and extended for Kohl's by IREIC, the
          general partner on behalf of the owners and lender; and Kohl's began
          paying rent February 12, 2003.

     -    CATEGORY 3 - Under Kmart's Chapter 11 reorganization plan and upon
          emergence from bankruptcy on April 22, 2003, Kmart has rejected the
          remaining four property leases, one of which is subject to a ground
          lease to Kimco. Kmart ceased paying rent as of May 1, 2003.

     IREIC, the corporate general partner has agreed with the note holders who
own the loan to conduct a liquidation of the 14 properties which comprise
Categories 1, 2 and 3. The Category 2 property, which is leased by Kohl's, was
sold on February 19, 2004. As of September 30, 2004, seven of the Category 1
K-Mart properties have been sold and the remaining two are under contract. Two
of the Category 3 properties have been sold, one is under contract and one has
an offer pending as of September 30, 2004.

     -    CATEGORY 4 - Under Kmart's Chapter 11 reorganization, Kmart rejected
          the lease for the property owned by the public limited partnership and
          ceased paying rent as of June 29, 2002. The corporate general partner
          plans to either re-tenant or sell this facility.

1031 EXCHANGE PRIVATE PLACEMENT OFFERING PROGRAM

     In March of 2001, Inland Real Estate Exchange Corporation (IREX) was
established as a subsidiary of Inland Real Estate Investment Corporation. The
main objective of IREX is to provide replacement properties for people wishing
to complete an IRS Section 1031 real estate exchange. Through September 30,
2004, IREX offered the sale of thirty properties with a total property value of
$363,006,000.

     LANDINGS OF SARASOTA DBT. Inland Southern Acquisitions, Inc., a Delaware
corporation and an affiliate of IREX acquired The Landings, a multi-tenant
shopping center located in Sarasota, Florida in December 1997 for $9,800,000. In
August 2001, Inland Southern Acquisitions, Inc. contributed 100% of its interest
in the property into Landings of Sarasota DBT, a Delaware business trust,
refinanced the property with a loan of $8,000,000 from Parkway Bank & Trust Co.,
an Illinois banking corporation, and began offering all of its beneficial
interests in the trust to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price was
$12,000,000, which consisted of $8,000,000 in debt assumption and $4,000,000 in
equity investment. $200,000 of the offering proceeds were allocated to a
property reserve account. The offering was completed in May 2002 when the
maximum offering amount was raised.

     SENTRY OFFICE BUILDING, DBT, a Delaware business trust, purchased a newly
constructed, single-tenant office building in Davenport, Iowa in December 2001
from Ryan Companies US Inc., a Minnesota corporation. The trust financed its
acquisition of the property with a $7,500,000 first mortgage loan from Parkway
Bank & Trust Co., an Illinois banking corporation. In January 2002, Sentry
Office Building Corporation, a Delaware corporation and the initial beneficiary
of the trust, began offering all of its beneficial interests in the trust to
certain qualified persons in need of replacement properties to complete a

                                       55


1031 tax-deferred exchange. The total price was $11,000,000, which consisted of
$7,500,000 in debt assumption and $3,500,000 in equity investment. $100,000 of
the offering proceeds obtained from the new owners was allocated to a property
reserve account. The offering was completed in April 2002 when the maximum
offering amount was raised.

     PETS BOWIE DELAWARE BUSINESS TRUST purchased a single-tenant retail
building leased to PETsMART in Bowie, Maryland in October 2001 from PETsMART,
Inc. and Wells Fargo Bank Northwest, N.A. The trust initially financed its
acquisition of the property with a temporary loan of $2,625,305 from Parkway
Bank & Trust Co., an Illinois banking corporation, and then replaced this loan
with a permanent loan of $1,300,000 with the same lender. In May 2002, Pets
Bowie Delaware Business Trust began offering all of its beneficial interests to
certain qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price was $3,900,000, which consisted of
$1,300,000 in debt assumption and $2,600,000 in equity investment. $90,000 of
the offering proceeds obtained from the new owners was allocated to a property
reserve account. The offering was completed in July 2002 when the maximum
offering amount was raised.

     1031 CHATTANOOGA DBT, a Delaware business trust, acquired a retail property
currently leased to Eckerd in Chattanooga, Tennessee in May 2002. The trust
financed the property with a loan of $1,500,000 from Parkway Bank & Trust Co.,
an Illinois banking corporation. In July 2002, 1031 Chattanooga, L.L.C., the
initial beneficiary of 1031 Chattanooga DBT, began offering all of the
beneficial interests of the trust to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total price
was $3,400,000, which consisted of $1,500,000 in debt assumption and $1,900,000
in equity investment. The offering was completed in May 2003 when the maximum
offering amount was raised.

     LANSING SHOPPING CENTER, DBT a Delaware business trust, purchased a newly
constructed, multi-tenant retail shopping center in Lansing, Illinois in June
2002 from LaSalle Bank National Association, as trustee under trust agreement
dated May 22, 2001 and known as Trust No. 127294. The trust financed its
acquisition of the property with a $5,900,000 first mortgage loan from Parkway
Bank & Trust Co., an Illinois banking corporation. In August 2002, Lansing
Shopping Center, L.L.C., a Delaware limited liability company and the initial
beneficiary of Lansing Shopping Center, DBT, began offering all of the
beneficial interests of the trust to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total price
was $10,900,000, which consisted of $5,900,000 in debt assumption and $5,000,000
in equity investment. $80,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in September 2001 when the
maximum offering amount was raised.

     INLAND 220 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building currently leased to Walt Disney World Co., a
Florida corporation, in Celebration, Osceola County, Florida, in June 2002 from
Walt Disney World Co. in a sale/leaseback transaction. The trust financed its
acquisition of the property with an $18,000,000 first mortgage loan from Bank of
America, N.A., a national banking association. In September 2002, Inland 220
Celebration Place, L.L.C., a Delaware limited liability company and the initial
beneficiary of Inland 220 Celebration Place Delaware Business Trust, began
offering all of the beneficial interests of the trust to certain qualified
persons in need of replacement properties to complete a 1031 tax-deferred
exchange. The total price was $33,800,000, which consisted of $18,000,000 in
debt assumption and $15,800,000 in equity investment. $50,000 of the offering
proceeds was allocated to a property reserve account. The offering was completed
in September 2003 when the maximum offering amount was raised.

     TAUNTON CIRCUIT DELAWARE BUSINESS TRUST acquired a retail property
currently leased to Circuit City in Taunton, Massachusetts in July 2002. The
Trust financed the property with a first mortgage of

                                       56


$2,800,000 from MB Financial Bank. In September 2002, Inland Taunton Circuit,
L.L.C., the initial beneficiary of Taunton Circuit Delaware Business Trust,
offered all of its interest in the trust to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $6,550,000, which consisted of $2,800,000 in debt assumption and $3,750,000
in equity investment. The offering was completed in September 2002.

     BROADWAY COMMONS DELAWARE BUSINESS TRUST acquired a multi-tenant retail
center located in Rochester, Minnesota, in July 2002. The Trust financed the
property with a first mortgage of $8,850,000 from Parkway Bank & Trust Co., an
Illinois banking corporation. In October 2002, Broadway Commons, L.L.C., the
initial beneficiary of Broadway Commons Delaware Business Trust, began offering
all of its beneficial interests in the trust to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price was $17,250,000, which consisted of $8,850,000 in debt assumption
and $8,400,000 in equity investment. $100,000 of the offering proceeds was
allocated to a property reserve account. The offering was completed in December
2003 when the maximum offering amount was raised.

     BELL PLAZA 1031, LLC. REHAB ASSOCIATES XIII, INC., an Illinois corporation
and an affiliate of IREX acquired Bell Plaza, a multi-tenant shopping center in
Oak Lawn, IL on August 28, 1998 for $1,675,000. In October 2002, Rehab
Associates XIII contributed 100% of its interest in the property into Bell Plaza
1031, LLC, a Delaware single member limited liability company, and then offered
all of its membership interests in Bell Plaza, LLC to North Forsyth Associates,
a North Carolina general partnership, which was in need of a replacement
property to complete a 1031 tax-deferred exchange. The total price was
$4,030,000, which consisted of $3,140,000 in debt assumption and $890,000 in
equity investment. $25,000 of the offering proceeds was allocated to a property
reserve account. The offering was completed in November 2002.

     INLAND 210 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building, currently leased to Walt Disney World Co., a
Florida corporation, in Celebration, Osceola County, Florida, in June 2002 from
Walt Disney World Co .in a sale/leaseback transaction. The trust financed its
acquisition of the property with a $5,700,000 first mortgage loan from Bear
Stearns Commercial Mortgage, Inc. In January 2003, Inland 210 Celebration Place
Delaware Business Trust sold its fee simple interest in 210 Celebration Place to
Old Bridge Park Celebration, LLC, a Delaware limited liability company, which
was in need of a replacement property to complete a 1031 tax-deferred exchange.
The total price was $12,000,000, which consisted of $5,700,000 in debt
assumption and $6,300,000 in equity investment.

     COMPUSA RETAIL BUILDING. Lombard C-USA, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail building leased to CompUSA,
Inc. in Lombard, Illinois in January 2003 from an unrelated third party. The
L.L.C. financed its acquisition of the property with a $4,000,000 loan from Bear
Stearns Commercial Mortgage, Inc. In April 2003, Lombard C-USA, L.L.C. began
offering 99% of the undivided tenant in common interests in the real estate and
improvements thereon located at 2840 S. Highland Avenue, Lombard, DuPage County,
Illinois for $3,910,500 in cash plus the assumption of the existing indebtedness
to certain qualified persons in need of replacement properties to complete a
1031 tax-deferred exchange. The total price was $7,950,000, which consisted of
$4,000,000 in debt assumption and $3,950,000 in equity investment. As required
by the lender, Lombard C-USA, L.L.C. shall retain at least a 1% tenant in common
interest, which is included in the $3,950,000 equity investment. $75,000 of the
offering proceeds was allocated to a property reserve account. The offering was
completed in February 2004 when the maximum offering amount was raised.

     DEERE DISTRIBUTION FACILITY IN JANESVILLE, WISCONSIN. Janesville 1031,
L.L.C., a Delaware limited liability company, purchased a single-tenant, light
industrial distribution center leased to Deere &

                                       57


Company, a Delaware corporation, in Janesville, Wisconsin in February 2003 from
Ryan Janesville, L.L.C., a Minnesota corporation and an affiliate of Ryan
Companies US, Inc. The L.L.C. financed its acquisition of the property with a
$10,450,000 loan from Bear Stearns Commercial Mortgage, Inc. In May 2003,
Janesville 1031, L.L.C. began offering 99% of the undivided tenant in common
interests in the real estate and improvements thereon located at 2900 Beloit
Avenue, Janesville, Rock County, Wisconsin for $9,949,500 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $20,500,000, consisted of $10,450,000 in debt assumption and $10,050,000
in equity investment, 1% of which was required by the lender to be retained by
Janesville 1031, L.L.C. $100,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in January 2004 when the
maximum offering was raised.

     FLEET OFFICE BUILDING. Westminster Office 1031, L.L.C., a Delaware limited
liability company, purchased a single-tenant office building leased entirely to
Fleet National Bank, a national banking association, in Providence, Rhode Island
in April 2003 from Fleet National Bank in a sale/leaseback transaction. The
L.L.C. financed its acquisition of the property with a $12,900,000 loan from
Bear Stearns Commercial Mortgage, Inc. In June 2003, Westminster Office 1031,
L.L.C. began offering 99% of the undivided tenant in common interests in the
real estate and improvements thereon located at 111 Westminster Street,
Providence, Providence County, Rhode Island for $9,900,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $22,900,000, consisted of $12,900,000 in debt assumption and $10,000,000
in equity investment, 1% of which was required by the lender to be retained by
Westminster Office 1031, L.L.C. $150,000 of the offering proceeds was allocated
to a property reserve account. The offering was completed in January 2004 when
the maximum offering was raised.

     DEERE DISTRIBUTION FACILITY IN DAVENPORT, IOWA. Davenport 1031, L.L.C., a
Delaware limited liability company, purchased a single-tenant, light industrial
distribution center leased to Quad Cities Consolidation and Distribution, Inc.,
an Illinois corporation, in Davenport, Iowa in April 2003 from Ryan Companies
US, Inc., a Minnesota corporation. The lease is fully guaranteed by Deere &
Company, a Delaware corporation. The L.L.C. financed its acquisition of the
property with a loan from Bear Stearns Commercial Mortgage, Inc. In August 2003,
Davenport 1031, L.L.C. began offering 99% of the undivided tenant in common
interests in the real estate and improvements thereon located at 2900 Research
Parkway, Davenport, Scott County, Iowa for $15,543,000 in cash plus the
assumption of the existing indebtedness to certain qualified persons in need of
replacement properties to complete a 1031 tax-deferred exchange. The total
price, $28,200,000, consisted of $12,500,000 in debt assumption and $15,700,000
in equity investment, 1% of which was required by the lender to be retained by
Davenport 1031, L.L.C. $100,000 of the offering proceeds was allocated to a
property reserve account. The offering was completed in April 2004 when the
maximum offering was raised.

     GRAND CHUTE DST, a Delaware statutory trust, purchased a multi-tenant
retail shopping center in Grand Chute, Wisconsin in October 2002 from
Continental 56 Fund Limited Partnership. The trust funded the acquisition of the
property with cash from the sale of 100% of the beneficial interests in the
trust to Grand Chute, L.L.C., a Delaware limited liability company. Subsequent
to the acquisition of the property, the trust obtained a $5,678,350 loan from
Bank of America, N.A. and the proceeds of the loan were distributed to Grand
Chute, L.L.C. as a partial return of its capital contribution. In January 2003,
Grand Chute, L.L.C. began offering all of its beneficial interests in the trust
to certain qualified persons in need of replacement properties to complete a
1031 tax-deferred exchange. The total price was $12,048,350 which consisted of
$5,678,350 in debt assumption and $6,370,000 in equity investment. $478,350 of
the offering proceeds was allocated to four separate property reserve accounts,
three of which were required by the lender. In September 2003, certain
information in the offering was amended and

                                       58


supplemented through the release of the First Supplement to Private Placement
Memorandum. The offering was completed in March 2004 when the maximum offering
amount was raised.

     MACON OFFICE DST, a Delaware statutory trust, purchased a single-tenant
office complex in Macon, Georgia in October 2002 from UTF Macon, L.L.C. The
trust funded the acquisition of the property with cash from the sale of 100% of
the beneficial interests in the trust to Macon Office, L.L.C., a Delaware
limited liability company. Subsequent to the acquisition of the property, the
trust obtained a $5,560,000 loan from Bank of America, N.A. and the proceeds of
the loan were distributed to Macon Office, L.L.C. as a partial return of its
capital contribution. In October 2003, Macon Office, L.L.C. began offering all
of its beneficial interests in the trust to certain qualified persons seeking a
cash investment, in addition to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price was
$12,160,000 which consisted of $5,560,000 in debt assumption and $6,600,000 in
equity investment. $100,000 of the offering proceeds was allocated to a property
reserve account. The offering was completed in March 2004 when the maximum
offering amount was raised.

     WHITE SETTLEMENT ROAD INVESTMENT, LLC, a Delaware limited liability
company, acquired a retail property currently leased to Eckerd Corporation in
Fort Worth, Texas in July 2003. The LLC funded the acquisition of the property
with cash from an affiliate and with a short-term loan from Parkway Bank and
Trust Co., an Illinois banking corporation, in the amount of $2,041,000. In
November 2003, Fort Worth Exchange, LLC, a Delaware limited liability company
and initial beneficiary of White Settlement Road Investment, LLC, offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $2,840,000, which consisted of $1,420,000 in debt assumption and $1,420,000
in equity investment. The offering was completed in December 2003. Simultaneous
with the completion of the offering, the short-term loan with Parkway was
converted to a permanent loan and the terms of the loan documents were modified
in accordance with a loan commitment from Parkway.

     PLAINFIELD MARKETPLACE. Plainfield 1031, L.L.C., a Delaware limited
liability company, purchased a multi-tenant shopping center located in
Plainfield, IL on December 16, 2003 from Ryan Companies US, Inc., a Minnesota
corporation. The L.L.C. financed its acquisition of the property with a loan
from Bear Stearns Commercial Mortgage, Inc, a New York corporation. In January
2004, Plainfield 1031, L.L.C. began offering 99% of the undivided tenant in
common interests in the real estate and improvements thereon located at 11840
South Route 59, Plainfield, Will County, Illinois for $12,350,250 in cash plus
the assumption of the existing indebtedness to certain qualified persons in need
of replacement properties to complete a 1031 tax-deferred exchange. The total
price, $24,400,000, consisted of $11,925,000 in debt assumption and $12,475,000
in equity investment, 1% of which was required by the lender to be retained by
Plainfield 1031, L.L.C. The difference between the real estate acquisition price
of $21,700,000 and the total price of $24,400,000 consists of $950,000
acquisition fee, $150,000 for a property reserve account, and $1,600,000 of
estimated costs and expenses. The offering was completed in June 2004 when the
maximum offering amount was raised.

     PIER 1 RETAIL CENTER. Butterfield-Highland 1031, L.L.C., a Delaware limited
liability company, purchased a multi-tenant retail shopping center on December
30, 2003 from the beneficiary of Trust No. 2314, an unrelated third party, which
trust was held by North Side Community Bank as Trustee under the Trust Agreement
dated December 12, 2003. The L.L.C. financed its acquisition of the property
with a loan from Bear Stearns Commercial Mortgage, Inc, a New York corporation.
In March 2004, Butterfield-Highland 1031, L.L.C. began offering 99% of the
undivided tenant in common interests in the real estate and improvements thereon
located at 2830 S. Highland Avenue, Lombard, Illinois for $4,257,000 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. The
total price, $8,150,000, consisted of $3,850,000 in debt assumption and
$4,300,000 in equity investment, a minimum of 1% of which is required by the

                                       59


lender to be retained by Butterfield-Highland 1031, L.L.C. The difference
between the real estate acquisition price of $7,025,000 and the total price of
$8,150,000 consists of $350,000 acquisition fee, $100,000 for a property reserve
account, and $675,000 of estimated costs and expenses. The offering was
completed in June 2004 when the maximum offering amount was raised.

     LONG RUN 1031, L.L.C. LR 1031, L.L.C., a Delaware limited liability
company, purchased a multi-tenant retail shopping center on January 27, 2003
from Ryan Lemont, L.L.C., the third party seller and developer of the property.
The L.L.C. financed its acquisition of the property with cash and, on April 24,
2003, placed a loan on the Property in the amount of $4,700,000 from Principal
Commercial Funding, LLC. In June 2004, LR 1031, L.L.C. a Delaware limited
liability company and initial beneficiary of Long Run 1031, L.L.C offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $4,960,000 in cash plus the assumption of the existing indebtedness to
certain qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price, $9,660,000 consisted of $4,700,000 in
debt assumption and $4,960,000 in equity investment. The difference between the
real estate acquisition price of $8,500,000 and the total price of $9,660,000
consists of $451,347 acquisition fee, $50,000 for a property reserve account,
and $658,653 of estimated costs and expenses. The offering was completed in June
2004 when the maximum offering amount was raised.

     FORESTVILLE 1031, L.L.C. Forestville Exchange, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail shopping center on November
13, 2003 from Silver Hill, L.L.C., a North Carolina limited liability company,
the property's developer. The L.L.C. financed its acquisition of the property
with cash. In May 2004, Forestville Exchange, L.L.C. a Delaware limited
liability company and initial beneficiary of Forestville 1031, L.L.C offered its
entire membership interest in the LLC to a qualified person in need of a
replacement property to complete a 1031 tax-deferred exchange. The total price
was $3,900,000 in cash plus the assumption of the existing indebtedness to
certain qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. The total price, $3,900,000000 consisted of $1,793,630 in
debt assumption and $2,106,370 in equity investment. The difference between the
real estate acquisition price of $3,450,000 and the total price of $3,900,000
consists of $172,500 acquisition fee and $277,500 of estimated costs and
expenses. The offering was completed in May 2004 when the maximum offering
amount was raised.

     BED BATH & BEYOND RETAIL CENTER. BBY Schaumburg 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
April 20, 2004 from the American Real Estate Holdings, L.P. a Delaware limited
partnership, an unrelated third party. The L.L.C. financed its acquisition of
the property with a loan from Bear Stearns Commercial Mortgage, Inc, a New York
corporation. In June 2004, BBY Schaumburg 1031, L.L.C. began offering 99% of the
undivided tenant in common interests in the real estate and improvements thereon
located at 905-915 East Golf Road, Schaumburg, Illinois for $6,633,000 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. Total
price, $12,605,000, consisted of $6,905,000 in debt assumption and $5,700,000 in
equity investment, 1% of which was required by the lender to be retained by BBY
Schaumburg 1031, L.L.C. The difference between the real estate acquisition price
of $11,655,110 and the total price of $13,605,000 consists of $600,000
acquisition fee, $400,000 for property reserve accounts, and $949,890 of
estimated costs and expenses. The offering was completed in October 2004 when
the maximum offering amount was raised.

     CROSS CREEK COMMONS SHOPPING CENTER. Cross Creek 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
February 17, 2004 from Buckley Shuler Real Estate, L.L.C., a Georgia limited
liability company, an unrelated third party. The L.L.C. financed its acquisition
of the property with cash and subsequently placed a loan from bear Stearns
Commercial Mortgage on the property. In March 2004, Cross Creek 1031, L.L.C.
began offering 99% of

                                       60


the undivided tenant in common interests in the real estate and improvements
thereon located at 10920-10948 Cross Creek Boulevard, Tampa, Florida for
$6,930,000 in cash plus the assumption of the existing indebtedness to certain
qualified persons in need of replacement properties to complete a 1031
tax-deferred exchange. As of June 30, 2004 the L.L.C. had raised $2,788,000.
Total price, $12,078,762, consisted of $5,078,762 in debt assumption and
$7,000,000 in equity investment, 1% of which was required by the lender to be
retained by Cross Creek 1031, L.L.C. The difference between the real estate
acquisition price of $10,319,583 and the total price of $12,078,762 consists of
$520,000 acquisition fee, $150,000 for a property reserve account, and
$1,089,179 of estimated costs and expenses. The offering was completed in August
2004 when the maximum offering amount was raised.

     BJ'S SHOPPING CENTER EAST SYRACUSE, NEW YORK. BJS Syracuse 1031, L.L.C., a
Delaware limited liability company, purchased a multi-tenant retail shopping
center on April 30, 2004 from the American Real Estate Holdings, L.P. a Delaware
limited partnership, an unrelated third party. The L.L.C. financed its
acquisition of the property with a loan and cash. In June 2004, BJS Syracuse
1031, L.L.C. began offering 99% of the undivided tenant in common interests in
the real estate and improvements thereon located at 2-4 Chevy Drive, East
Syracuse, New York for $8,365,500 in cash plus the assumption of the existing
indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. The total price of the purchase was
$15,850,000. Total price, $15,850,000, consisted of $7,400,000 in debt
assumption and $8,450,000 in equity investment, 1% of which was required by the
lender to be retained by BJS Syracuse 1031, L.L.C. The difference between the
real estate acquisition price of $13,500,000 and the total price of $15,850,000
consists of $675,000 acquisition fee, $150,000 for a property reserve account,
and $1,525,000 of estimated costs and expenses. The offering was completed in
October 2004 when the maximum offering amount was raised.

     BARNES & NOBLE RETAIL CENTER CLAY, NEW YORK. Clay 1031, L.L.C., a Delaware
limited liability company, purchased a multi-tenant retail shopping center on
April 15, 2004 from Clay First Associates, L.L.C., an unrelated third party. The
L.L.C. financed its acquisition of the property with an assumed mortgage and
note for $3,175,000 and cash. In June 2004, Clay 1031, L.L.C. began offering 99%
of the undivided tenant in common interests in the real estate and improvements
thereon located at 3954-3956 Route 31, Clay, New York for $3,930,300 in cash
plus the assumption of the existing indebtedness to certain qualified persons in
need of replacement properties to complete a 1031 tax-deferred exchange. Total
price, $7,145,000, consisted of $3,175,000 in debt assumption and $3,970,000 in
equity investment, 1% of which was required by the lender to be retained by BJS
Syracuse 1031, L.L.C. The difference between the real estate acquisition price
of $6,100,000 and the total price of $7,145,000 consists of $305,000 acquisition
fee, $100,000 for a property reserve account, and $640,000 of estimated costs
and expenses.

     PORT RICHEY 1031, L.L.C. Port Richey 1031, L.L.C., a Delaware limited
liability company, purchased a multi-tenant retain shopping center on January
30, 2004 from Land Capital Group, Inc., an unrelated third party. The L.L.C.
financed its acquisition of the property with cash and, on February 25, 2004,
placed a loan on the property in the amount of $2,900,000 from Bear Stearns
Commercial Mortgage, Inc. In July 2004, Port Richey Exchange, L.L.C., a Delaware
limited liability company and initial beneficiary of Port Richey 1031, L.L.C.,
offered its entire membership interest in the LLC to certain qualified persons
in need of a replacement property to complete a 1031 tax-deferred exchange. The
total price was $3,075,000 in cash plus the assumption of the existing
indebtedness. The total price, $5,975,000, consisted of $2,900,000 in debt
assumption and $3,075 in equity investment. The difference between the real
estate acquisition price of $5,250,000 and the total price of $5,975,000
consists of $262,500 acquisition fee, $437,500 of estimated costs and expenses
and $25,000 for a property reserve account. The offering was completed in July
2004 when the maximum offering amount was raised.

                                       61


     WALGREENS STORE HOBART, INDIANA. Hobart 1031, L.L.C., a Delaware limited
liability company, purchased a single-tenant retail shopping center on June 10,
2004 from C. Hobart, L.L.C., an unrelated third party. The L.L.C. financed its
acquisition of the property with cash. In July 2004, Hobart 1031, L.L.C. began
offering 99% of the undivided tenant-in-common interests in the real estate and
improvements thereon located at 732 West Old Ridge Road, Hobart, Indiana for
$6,534,000 in cash to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price,
$6,534,000, consists of an equity investment, 1% of which will be retained by
Hobart 1031, L.L.C. The difference between the real estate acquisition price of
$5,575,000 and the total price of $6,534,000 consists of $235,000 acquisition
fee, $50,000 for a property reserve account and $740,000 of estimated costs and
expenses. As of September 30, 2004 there were no investors.

     KRAFT COLD STORAGE FACILITY, MASON CITY, IOWA. Mason City 1031, L.L.C., a
Delaware limited liability company, purchased a single-tenant light industrial
building on June 2, 2004 from MDG Iowa, L.P., an unrelated third party. The
L.L.C. financed its acquisition of the property with a mortgage and note for
$5,333,000 and cash. In July 2004, Mason City 1031, L.L.C. began offering 99% of
the undivided tenant-in-common interests in the real estate and improvements
thereon located at 904-12th Street, Mason City, Iowa for $5,610,330 in cash plus
the assumption of the existing indebtedness to certain qualified persons in need
of replacement properties to complete a 1031 tax-deferred exchange. The total
price, $11,000,000, consisted of $5,330,000 in debt assumption and $5,667,000 in
equity investment, 1% of which was required by the lender to be retained by
Mason City 1031, L.L.C. The difference between the real estate acquisition price
of $9,550,000 and the total price of $11,000,000 consists of $480,000
acquisition fee, $100,000 for a property reserve account, environmental
insurance credit of $50,000 and $820,000 of estimated costs and expenses.

     HUNTINGTON SQUARE PLAZA, NEW YORK. Huntington Square 1031, L.L.C., a
Delaware limited liability company, purchased a multi-tenant retail shopping
center on July 16, 2004 from Starwood Ceruzzi Commack, L.L.C., an unrelated
third party. The L.L.C. financed its acquisition of the property with an assumed
first mortgage and note for $19,150,000, a junior loan in the amount of
$6,180,000 and cash. On August 30, 2004, Huntington Square 1031, L.L.C. began
offering 99% of the undivided tenant-in-common interests in the real estate and
improvements thereon located at 3124 East Jericho Turnpike, New York for
$20,050,000 in cash plus the assumption of the existing first mortgage
indebtedness to certain qualified persons in need of replacement properties to
complete a 1031 tax-deferred exchange. The total price, $39,200,000, consisted
of $19,150,000 in debt assumption and $20,050,000 in equity investment, 1% of
which was required by the lender to be retained by Huntington Square 1031,
L.L.C. The difference between the real estate acquisition price of $24,821,392
and the total price of $39,200,000 consists of $1,500,000 acquisition fee,
$150,000 for a property reserve account and $2,728,608 of estimated costs and
expenses.

     BEST BUY STORE, REYNOLDSBURG, OHIO. Reynoldsburg 1031, L.L.C., a Delaware
limited liability company, purchased a single-tenant retail shopping center on
August 5, 2004 from NOCA Retail Development Limited, an unrelated third party.
The L.L.C. financed its acquisition of the property with a loan from Bear
Stearns Commercial Mortgage, Inc. for $4,950,000 and cash. In June 2004,
Reynoldsburg 1031, L.L.C. began offering 99% of the undivided tenant-in-common
interests in the real estate and improvements thereon located at 2872 Taylor
Road, Reynoldsburg, Ohio for $5,395,000 in cash plus the assumption of the
existing indebtedness to certain qualified persons in need of replacement
properties to complete a 1031 tax-deferred exchange. The total price,
$10,345,000, consisted of $4,950,000 in debt assumption and $5,395,000 in equity
investment, 1% of which was required by the lender to be retained by
Reynoldsburg 1031, L.L.C. The difference between the real estate acquisition
price of $9,000,000 and the total price of $10,345,000 consists of $450,000
acquisition fee, $100,000 for a property reserve account and $795,000 of
estimated costs and expenses.

                                       62


     The following summary table describes the fees and expenses incurred by
each of our entities in our 1031 Exchange Private Placement Offering Project.



                                                   Sentry                                    Lansing      Inland 220
                                    Landings       Office                       1031         Shopping    Celebration
                                  of Sarasota     Building     Pets Bowie    Chattanooga      Center        Place
                                      DBT           DBT           DBT            DBT           DBT           DBT
                                  ------------------------------------------------------------------------------------
                                                                                         
Commissions & Fees(1)               Up to 8.5%    Up to 8.5%    Up to 8.5%     Up to 8.5%    Up to 8.5%    Up to 8.5%
Selling Commission To 3rd
Party Reps                               6.00%         6.00%         6.00%          6.00%         6.00%         6.00%
Due Diligence Fee                        0.50%         0.50%         0.50%          0.50%         0.50%         0.50%
Marketing Expenses                       1.00%         1.50%         1.50%          1.50%         1.50%         1.00%
Offering & Organization                  1.00%         0.50%         0.50%          0.50%         0.50%         1.00%
Mortgage Broker Fee
(IMC)(2)                                 0.50%         0.50%         0.50%          0.50%         0.50%         0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                           N/A          0.71%         0.77%          0.90%         0.88%         1.18%
Bridge Financing Fees                     N/A           N/A          1.49%          0.50%         0.20%         0.10%
                                        11.25%-
Total Load(4)                           12.75%        14.23%        13.68%         14.39%        13.68%        13.23%
Asset Management Fees(5)                  N/A          0.75%         1.00%          0.56%         0.55%         0.52%
Property Management                                               Paid by
Fees(6)                                   4.5%          5.0%   Asset Mgr.            5.0%          5.0%          4.5%
Backend Sales Commission                  3.5%          3.5%          3.5%           3.5%          3.5%          N/A


                                                                                                          Janesville
                                                                             Inland 210      CompUSA        Deere
                                    Taunton       Broadway                   Celebration      Retail     Distribution
                                    Circuit       Commons      Bell Plaza       Place        Building      Facility
                                      DBT           DBT         1031 LLC         DBT           LLC         1031 LLC
                                  ------------------------------------------------------------------------------------
                                                                                         
                                                      Up to         Up to          Up to         Up to
Commissions & Fees(1)               Up to 8.0%         8.77%         9.19%          5.27%         8.56%    Up to 8.6%
Selling Commission To 3rd
Party Reps                               6.00%         6.00%         6.00%          3.81%         6.00%         6.00%
Due Diligence Fee                        0.50%         0.50%         0.50%          0.00%         0.50%         0.50%
Marketing Expenses                       1.00%         1.00%         1.00%          0.50%         1.00%         1.00%
Offering & Organization                  0.50%         1.27%         1.69%          0.96%         1.06%         1.10%
Mortgage Broker Fee
(IMC)(2)                                 0.61%         0.50%         0.50%          0.50%         0.50%         0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          0.69%         0.75%          N/A           0.89%         0.82%         0.87%
Bridge Financing Fees                    0.07%         0.23%          N/A           0.23%         0.23%         0.23%
Total Load(4)                           11.89%        12.98%        23.02%         10.52%        14.93%        13.93%
Asset Management Fees(5)                 0.57%          N/A          0.53%          0.53%         0.63%         0.49%
Property Management
Fees(6)                                   4.0%          5.0%          5.0%           4.5%          4.5%          4.5%
Backend Sales Commission                  N/A           N/A           3.5%           N/A           N/A           N/A


                                       63




                                                  Davenport                                 White
                                     Fleet          Deere                                 Settlement
                                     Office     Distribution     Grand        Macon          Road       Plainfield
                                    Building      Facility       Chute        Office      Investment    Marketplace
                                    1031 LLC      1031 LLC        DST          DST           LLC         1031 LLC
                                  ------------------------------------------------------------------------------------
                                                                                             
                                        Up to         Up to         Up to         Up to         Up to          Up to
Commissions & Fees(1)                    8.52%         8.42%         8.82%         8.52%         8.52%          8.76%
Selling Commission To 3rd
Party Reps                               6.00%         6.00%         6.00%         6.00%         7.04%          6.00%
Due Diligence Fee                        0.50%         0.50%         0.50%         0.50%         0.60%          0.50%
Marketing Expenses                       1.00%         1.00%         1.00%         1.00%         1.16%          1.00%
Offering & Organization                  1.02%         0.92%         1.32%         1.02%         1.66%          1.26%
Mortgage Broker Fee (IMC)(2)             0.50%         0.71%         0.50%         0.50%         0.97%          0.57%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          0.85%         0.77%         0.84%         0.72%         8.99%          3.89%
Bridge Financing Fees                    0.35%         0.72%         0.13%         0.81%         0.12%          0.92%
Total Load(4)                           14.57%        13.18%        12.96%        14.24%        30.90%         20.44%
Asset Management Fees(5)                 0.49%         0.50%         0.66%         0.66%         0.00%          0.04%
Property Management
Fees(6)                                   4.5%          4.5%          5.0%          4.5%          5.0%           5.0%
Backend Sales Commission                  N/A           N/A           N/A           N/A           N/A            N/A


                                     Pier 1                                                     Cross        BJ's
                                     Retail                                   Bed, Bath &       Creek      Shopping
                                     Center        Long Run     Forestville      Beyond        Commons      Center
                                    1031 LLC       1031 LLC      1031 LLC       1031 LLC      1031 LLC     1031 LLC
                                  ------------------------------------------------------------------------------------
                                                                                             
                                        Up to                        Up to                        Up to        Up to
Commissions & Fees(1)                    8.73%     Up to 8.37%        8.40%     Up to 8.70%        8.64%        8.59%
Selling Commission To 3rd
Party Reps                               6.00%           5.84%        5.54%           6.00%        6.00%        6.00%
Due Diligence Fee                        0.50%           0.49%        0.46%           0.50%        0.50%        0.50%
Marketing Expenses                       1.00%           0.97%        0.93%           1.00%        1.00%        1.00%
Offering & Organization                  1.23%           1.07%        1.46%           1.20%        1.14%        1.09%
Mortgage Broker Fee
(IMC)(2)                                 0.50%           0.47%        0.43%           0.55%        0.40%        0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          4.29%           5.31%        5.00%           5.15%        5.04%        5.00%
Bridge Financing Fees                    0.94%
Total Load(4)                            8.28%          22.38%       21.34%          23.13%       22.99%       26.04%
Asset Management Fees(5)                 0.06%           0.20%        0.00%           0.15%        0.11%        0.12%
Property Management Fees(6)               5.0%            5.0%         5.0%            5.0%         5.0%         5.0%
Backend Sales Commission                  N/A             N/A          N/A             N/A          N/A          N/A


                                       64




                                   Barnes &                                                                Best Buy
                                    Noble                      Walgreens     Kraft Cold    Huntington       Store
                                    Retail                       Store        Storage        Square       Reynolds-
                                    Center      Port Richey      Hobart       Facility       Plaza          burg
                                   1031 LLC      1031 LLC       1031 LLC      1031 LLC      1031 LLC      1031 LLC
                                  ------------------------------------------------------------------------------------
                                                                                             
                                       Up to                        Up to         Up to          Up to         Up to
Commissions & Fees(1)                   8.69%     Up to 8.4%         9.02%         8.75%          8.02%         8.64%
Selling Commission To 3rd
Party Reps                              6.00%          5.55%         6.00%         6.00%          6.00%         6.00%
Due Diligence Fee                       0.50%          0.46%         0.50%         0.50%          0.50%        0.050%
Marketing Expenses                      1.00%          0.93%         1.00%         1.00%          1.00%         1.00%
Offering & Organization                 1.19%          1.46%         1.02%         1.25%          0.52%         1.14%
Mortgage Broker Fee
(IMC)(2)                                0.50%          0.43%          N/A          0.50%          0.58%         0.50%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                         5.00%          5.00%         4.22%         5.03%          4.31%         5.00%
Bridge Financing Fees                   0.49%          0.56%         1.25%         0.56%          0.47%         0.69%
Total Load(4)                          23.80%         22.80%        14.77%        22.94%         12.14%        23.08%
Asset Management Fees(5)                0.13%          0.00%         0.08%         0.05%          0.03%         0.06%
Property Management
Fees(6)                                  5.0%           5.0%          4.5%          4.5%           4.5%          2.9%
Backend Sales Commission                 N/A            N/A           N/A           N/A            N/A           N/A


(1)  Commissions and fees are calculated as a percentage of the equity portion
     of each deal.

(2)  The Mortgage Broker Fee is calculated as a percentage of the debt portion
     of each deal.

(3)  Acquisition & Carrying Costs are calculated as a percentage of the real
     estate acquisition price.

(4)  The Total Load is calculated as a percentage of the equity portion of each
deal. The Total Load includes the Commissions & Fees, Mortgage Broker Fee,
Acquisition Fee & Carrying Costs, as well as any other non-affiliated third
party expenses.

(5)  Asset Management Fees are calculated as a percentage of the value of the
assets under management. However, for The Landings and Broadway Commons, which
are both Master Lease deals, the Master Tenant Income is the residual cash flow
from the Property after payment of the Master Lease Rent. As a result, it is not
possible to accurately represent the Master Tenant Income as a percentage of the
value of the assets under management.

(6)  Property Management Fees are calculated as a percentage of Gross Income
from the property.

The following additional fees are the same for each deal:

     Loan Servicing Fee - IMSC will be compensated with a monthly fee equal to
the outstanding principal balance of the loan at the beginning of every month
multiplied by 1/8% then divided by 12. This figure, however, shall never exceed
$10,000, nor be less than $1,200 monthly.

     Termination Fees - (i) MASTER LEASE: 8.333% of the last 12 Months of NOI
less Rent payments for the same 12 months multiplied by the number of months
remaining on the then-current term of the Master Lease and (ii) ASSET & PROPERTY
MANAGEMENT AGREEMENTS: The sum of the current monthly AM & PM fees times the
number of months remaining on the term.

                                       65


     The following table summarizes cash distributions to investors for each of
the 1031 Exchange Private Placement Offering Projects through September 30,
2004:

                            1031 EXCHANGE PERFORMANCE
                    DISTRIBUTIONS THROUGH SEPTEMBER 30, 2004



                                                  Number      Offering     Offering   Distributions  2001 Annual   2002 Annual
                                                    of         Equity      Completed     To Date     Distribution  Distribution
Name of Entity                                   Investors       ($)          ($)         ($)            (%)           (%)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Landings of Sarasota DBT                             9          4,000,000   05/2002         887,036      8.00          8.00
Sentry Office Building DBT                           7          3,500,000   04/2002         757,374                    8.20
Pets Bowie DBT                                       7          2,600,000   07/2002         523,311                    8.89
1031 Chattanooga DBT                                 9          1,900,000   05/2002         356,946                    8.19
Lansing Shopping Center DBT                          5          5,000,000   09/2001         854,591                    8.47
Inland 220 Celebration Place DBT                    35         15,800,000   09/2003       2,141,924                    8.08
Taunton Circuit DBT                                  1          3,750,000   09/2002         600,700                    8.22
Broadway Commons DBT                                32          8,400,000   12/2003         813,185                    8.14
Bell Plaza 1031, LLC                                 1            890,000   11/2003         218,782                   13.53
Inland 210 Celebration Place DBT                     1          6,300,000   01/2003         891,228
CompUSA Retail Building, LLC                        11          3,950,000   02/2004         307,569
Janesville Deere Distribution Facility 1031,
LLC                                                 35         10,050,000   01/2004         675,167
Fleet Office Building 1031, LLC                     30         10,000,000   01/2004         620,754
Davenport Deere Distribution Facility 1031,
LLC                                                 35         15,700,000   04/2004         781,099
Grand Chute DST                                     29          5,370,000   03/2004         265,163
Macon Office DST                                    29          6,600,000   03/2004         380,623
White Settlement Road Investment, LLC                1          1,420,000   12/2003          85,467

Plainfield Marketplace 1031, LLC                    31         12,475,000   06/2004         184,437
Pier 1 Retail Center 1031, LLC                      22          4,300,000   06/2004         105,430
Long Run 1031, LLC                                   1          4,935,000   05/2004         120,000
Forestville 1031, LLC                                1          3,900,000   05/2004          80,525
Bed, Bath & Beyond 1031, LLC                        19          6,633,000      *             49,536
Cross Creek Commons 1031, LLC                       26          6,930,000   08/2004         119,446
BJ's Shopping Center 1031, LLC                       7          8,365,000      *              8,606
Barnes & Noble Retail Center 1031, LLC               1          3,930,000      *              1,507


                                                 2003 Annual   2004 Annual
                                                 Distribution  Distribution
Name of Entity                                       (%)           (%)
---------------------------------------------------------------------------
                                                            
Landings of Sarasota DBT                             8.07          8.39
Sentry Office Building DBT                           8.73          9.25
Pets Bowie DBT                                       8.89          9.12
1031 Chattanooga DBT                                 8.26          8.26
Lansing Shopping Center DBT                          8.29          8.96
Inland 220 Celebration Place DBT                     8.10          8.10
Taunton Circuit DBT                                  8.31          8.31
Broadway Commons DBT                                 8.22          8.26
Bell Plaza 1031, LLC                                14.67         16.05
Inland 210 Celebration Place DBT                     8.23          8.23
CompUSA Retail Building, LLC                         8.05          8.17
Janesville Deere Distribution Facility 1031,
LLC                                                  7.23          7.35
Fleet Office Building 1031, LLC                      7.19          7.19
Davenport Deere Distribution Facility 1031,
LLC                                                  7.36          7.36
Grand Chute DST                                      8.48          8.49
Macon Office DST                                     8.20          8.20
White Settlement Road Investment, LLC                              8.34

Plainfield Marketplace 1031, LLC                                   7.09
Pier 1 Retail Center 1031, LLC                                     7.20
Long Run 1031, LLC                                                 9.42
Forestville 1031, LLC                                              7.55
Bed, Bath & Beyond 1031, LLC                                       7.58
Cross Creek Commons 1031, LLC                                      7.30
BJ's Shopping Center 1031, LLC                                     7.69
Barnes & Noble Retail Center 1031, LLC                             6.65


                                       66




                                                  Number      Offering     Offering   Distributions  2001 Annual   2002 Annual
                                                    of         Equity      Completed     To Date     Distribution  Distribution
Name of Entity                                   Investors       ($)          ($)         ($)            (%)           (%)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Port Richey 1031 LLC                                 1          3,075,000   07/2004          -
Walgreen Store Hobart 1031, LLC                      0          6,534,000      *             -
Kraft Cold Storage Facility 1031, LLC                0         11,000,000      *             -
Huntington Square Plaza 1031, LLC                    0         39,200,000      *             -
Best Buy Store Reynoldsburg 1031, LLC                0         10,345,000      *             -
                                                            -------------             -------------

                                                              226,852,000                11,830,406
                                                            =============             =============


                                                 2003 Annual   2004 Annual
                                                 Distribution  Distribution
Name of Entity                                       (%)           (%)
---------------------------------------------------------------------------
                                                             
Port Richey 1031 LLC                                               9.24
Walgreen Store Hobart 1031, LLC                                    5.78
Kraft Cold Storage Facility 1031, LLC                              7.00
Huntington Square Plaza 1031, LLC                                  6.48
Best Buy Store Reynoldsburg 1031, LLC                              6.73


* Offering was not complete as of September 30, 2004

                                       67


                                   MANAGEMENT

INLAND AFFILIATED COMPANIES

     The Inland Group, Inc. was started by a group of Chicago schoolteachers in
1967, and incorporated the following year. The founders of The Inland Group and
its affiliates are still centered in the Chicago metropolitan area. Over the
past 35 years, The Inland Group and its affiliates have experienced significant
growth and now make up a fully-integrated group of legally and financially
separate companies that have been engaged in diverse facets of real estate
providing property management, leasing, marketing, acquisition, disposition,
development, redevelopment, renovation, construction, finance, investment
products, and other related services. The Inland Real Estate Group of Companies
(sometimes referred to as "Inland") represents the marketing name for these
separate legal entities that are either subsidiaries of the same entity,
affiliates of each other, share some common ownership or were previously
sponsored by Inland Real Estate Investment Corporation. Inland in the aggregate
was ranked by Crain's Chicago Business in April 2004 as the 28th largest
privately held company headquartered in the Chicago area. Among the affiliates
of Inland is one of the largest property management firms in Illinois and one of
the largest commercial real estate and mortgage banking firms in the Midwest.

     As of September 30, 2004 Inland and its affiliates have more than 1,000
employees, own properties in 42 states, and have managed assets in excess of $10
billion. The senior management includes executives of The Inland Group and its
affiliates. Our management personnel have substantial experience in a full range
of real estate services. Our top seven senior executives have an average of over
25 years experience in the real estate industry.

     Our business manager/advisor and managing dealer are affiliates of Inland.
The relevant skills and experience of each of the Inland affiliated companies,
developed over the course of more than 35 years in business, primarily in the
Chicago metropolitan area, are available to us in the conduct of our business.

     As of September 30, 2004, our sponsor, Inland Real Estate Investment
Corporation, is the general partner of limited partnerships which own in excess
of 3,455 acres of pre-development land in the Chicago area, as well as
approximately 16.9 million square feet of real property in Chicago and
nationwide.

     Inland developed expertise in real estate financing as it bought and sold
properties over the years. Inland Mortgage Corporation was incorporated in 1977.
As of September 30, 2004 Inland Mortgage Corporation has originated more than $7
billion in financing including loans to third parties and affiliated entities.

     Inland Mortgage Investment Corporation and Inland Mortgage Servicing
Corporation were incorporated in 1990, delineating the functions and duties
associated with financing. As of September 30, 2004, Inland Mortgage Investment
Corporation owned an approximately $76 million loan portfolio, and Inland
Mortgage Servicing Corporation serviced a loan portfolio of 558 loans exceeding
$3.7 billion.

     The Inland Property Management companies are responsible for collecting
rent, and leasing and maintaining the rental properties they manage.

     The Inland Property Management companies managed over 54 million square
feet of commercial properties in 42 states as of September 30, 2004. A
substantial portion of the portfolio, approximately 14.8 million square feet,
consists of properties leased on a triple-net lease basis. A triple-net lease
means that the tenant operates and maintains the property and pays rent that is
net of taxes, insurance, and

                                       68


operating expenses. This group also manages more than 11,500 multi-family units
that are principally located in the Chicago area.

     Inland US Management LLC, Inland Southwest Management LLC and Inland
Pacific Management LLC, our management companies, were formed to segregate
responsibility for management of our properties from Inland Property Management
companies' growing management portfolio of retail properties. Our property
management companies are responsible for collecting rent, leasing, and
maintaining the retail properties they manage. These properties are primarily
intended to be our properties in our primary geographical area of investment.
Our property management companies are owned primarily by individuals who are
affiliates of Inland.

     Inland Real Estate Acquisitions, Inc., another company affiliated with
Inland, has extensive experience in acquiring real estate for investment. Over
the years, it and its affiliates have acquired over 1,700 properties for over
$10 billion.

     Inland Real Estate Development Corporation has handled the design, approval
and entitlement of land parcels which have included in excess of 10,900
residential units, 11.8 million square feet of retail land and 7.6 million
square feet of industrial land. They have been responsible for the land
development of land for over 3,300 of those residential units, 6.7 million
square feet of the retail land and all 7.6 million square feet of the industrial
land. They currently handle an inventory of over 3,000 acres of prime land for
development.

     Inland Real Estate Sales, Inc., another affiliate of Inland, is one of the
largest "mid-market" commercial brokerage specialists in the Midwest. In the
last three years it has completed more than $380 million in commercial real
estate sales. Inland Real Estate Sales, Inc. has been involved in the sale of
more than 2,500 multi-family units and over 3.5 million square feet of
commercial property.

     See also "Prior Performance of our Affiliates" and APPENDIX A - "Prior
Performance Tables" for information concerning over $2.9 billion raised from
over 75,000 investors in connection with two other REITs, one other public real
estate equity program, one private real estate equity program and five private
placement mortgage and note programs and nine real estate exchange private
placement offerings sponsored by The Inland Group affiliated companies during
the 10-year period ending September 30, 2004, and the prior performance of those
programs. During the last 35 years, more than 100,000 investors were in the
Inland Group's 238 completed programs as of December 8, 2004, with no investor
losses of initial invested capital in any completed equity program.

                                       69


     The following sets forth information with respect to the directors and
principal executive officers of The Inland Group:



NAME                                     AGE*              POSITION AND OFFICE WITH THE INLAND GROUP
----                                     ----              -----------------------------------------
                                                     
Daniel L. Goodwin                        60                Chairman, president and director

Robert H. Baum                           60                Vice chairman, executive vice president - general
                                                           counsel and director

G. Joseph Cosenza                        60                Vice chairman and director

Robert D. Parks                          60                Director


----------
*As of January 1, 2004

Messrs. Goodwin, Baum, Cosenza and Parks were the founders of Inland.

     DANIEL L. GOODWIN, is a founding and controlling stockholder of and the
Chairman of the Board and Chief Executive Officer of The Inland Group, Inc. Mr.
Goodwin also serves as a director or officer of entities wholly owned or
controlled by The Inland Group. In addition, Mr. Goodwin is the Chairman of the
Board and Chief Executive Officer of Inland Mortgage Investment Corporation and
Chairman and Chief Executive Officer of Inland Bancorp, a bank holding company.
He is a director of Inland Real Estate Corporation and he also oversees numerous
stock market investment portfolios and is the advisor for Inland Mutual Fund
Trust, a publicly traded mutual fund.

     HOUSING. Mr. Goodwin is a member of the National Association of Realtors,
the Illinois Association of Realtors and the Northern Illinois Commercial
Association of Realtors. He is also the author of a nationally recognized real
estate reference book for the management of residential properties. Mr. Goodwin
serves on the Board of the Illinois State Affordable Housing Trust Fund. He
served as an advisor for the Office of Housing Coordination Services of the
State of Illinois, and as a member of the Seniors Housing Committee of the
National Multi-Housing Council. He has served as Chairman of the DuPage County
Affordable Housing Task Force. Mr. Goodwin also serves as Chairman of New
Directions Affordable Housing Corporation.

     EDUCATION. Mr. Goodwin obtained his Bachelor's and Master's Degrees from
Illinois State universities. Following graduation, he taught for five years in
the Chicago Public Schools. More recently, Mr. Goodwin has served as a member of
the Board of Governors of Illinois State Colleges and Universities. He is Vice
Chairman of the Board of Trustees of Benedictine University, Vice Chairman of
the Board of Trustees of Springfield College and Chairman of the Board of
Trustees of Northeastern Illinois University.

     ROBERT H. BAUM has been with The Inland Group and has affiliates since 1968
and is one of the four original principals. Mr. Baum is vice chairman and
executive vice president-general counsel of The Inland Group. In his capacity as
general counsel, Mr. Baum is responsible for the supervision of the legal
activities of The Inland Group and its affiliates. This responsibility includes
the supervision of The Inland Group Law Department and serving as liaison with
outside counsel. Mr. Baum has served as a member of the North American
Securities Administrators Association Real Estate Advisory Committee and as a
member of the Securities Advisory Committee to the Secretary of State of
Illinois. He is a member of the American Corporation Counsel Association and has
also been a guest lecturer for the Illinois State Bar Association. Mr. Baum has
been admitted to practice before the Supreme Court of the

                                       70


United States, as well as the bars of several federal courts of appeals and
federal district courts and the State of Illinois. He is also an Illinois
licensed real estate broker. He has served as a director of American National
Bank of DuPage and currently serves as a director of Inland Bancorp Holding
Company and of Westbank. Mr. Baum also is a member of the Governing Council of
Wellness House, a charitable organization that provides emotional support for
cancer patients and their families.

     G. JOSEPH COSENZA has been with The Inland Group and its affiliates since
1968 and is one of the four original principals and founders. Mr. Cosenza is a
director and vice chairman of The Inland Group and oversees, coordinates and
directs Inland's many enterprises. In addition, Mr. Cosenza immediately
supervises a staff of 19 persons who engage in property acquisition and due
diligence. Mr. Cosenza has been a consultant to other real estate entities and
lending institutions on property appraisal methods. He has directly overseen the
purchase of close to $10.5 billion of income-producing real estate from 1968 to
present.

     Mr. Cosenza received his B.A. Degree from Northeastern Illinois University
and his Master's Degree from Northern Illinois University. From 1967 to 1972, he
taught in the LaGrange and Wheeling, Illinois School Districts and he served as
assistant principal and taught in the Wheeling, Illinois School District while
the four schoolteacher partners operated Inland on a part time basis. Mr.
Cosenza has been a licensed real estate broker since 1968 and an active member
of various national and local real estate associations, including the National
Association of Realtors and the Urban Land Institute.

     Mr. Cosenza also has been chairman of the board of American Bank of DuPage
and has served on the board of directors of Continental Bank of Oakbrook
Terrace. He was the chairman and is presently a director on the board of Inland
Bankcorp, which owns Westbank in Westchester, Hillside and Lombard, Illinois.
Mr. Cosenza has been a director since 1994 to Inland Real Estate Corporation, a
$1.7 billion asset publicly traded REIT and is also a member of the management
committee.

     ROBERT D. PARKS is a director of The Inland Group, Inc. and one of its four
original principals; chairman of Inland Real Estate Investment Corporation, a
director of Inland Securities Corporation, and a director of Inland Investment
Advisors, Inc. Mr. Parks is president, chief executive officer and a director of
Inland Real Estate Corporation. He is chairman, chief executive officer and an
affiliated director of Inland Retail Real Estate Trust, Inc., and is our
chairman, chief executive officer, and an affiliated director.

     Mr. Parks is responsible for the ongoing administration of existing
investment programs, corporate budgeting and administration for Inland Real
Estate Investment Corporation. He oversees and coordinates the marketing of all
investments and investor relations.

     Prior to joining Inland, Mr. Parks taught in Chicago's public schools. He
received his B.A. Degree from Northeastern Illinois University and his M.A.
Degree from the University of Chicago. He is a registered Direct Participation
Program Limited Principal with the National Association of Securities Dealers.
He is a member of the Real Estate Investment Association, the Financial Planning
Association, the Foundation for Financial Planning as well as a member of the
National Association of Real Estate Investment Trusts (NAREIT).

OUR GENERAL MANAGEMENT

     We operate under the direction of our board of directors. Our board is
responsible for our business and management. Our board sets our policies and
strategies. Our business manager/advisor is responsible for the day-to-day
management of our affairs and the implementation of the policies of our board.
Inland US Management LLC, Inland Southwest Management LLC and Inland Pacific
Management LLC are responsible for managing, maintaining and leasing the
individual properties.

                                       71


Inland Real Estate Acquisitions, Inc. is responsible for acquiring properties.
Inland Risk and Insurance Management Services, Inc., an affiliate of The Inland
Group, Inc., is responsible for providing insurance coverage on the properties.
Inland Mortgage Corporation, Inland Mortgage Servicing Corporation and Inland
Mortgage Investment Corporation are responsible for the purchase, sales and
servicing of mortgages. See "Compensation Table" for a description of the fees
paid to our affiliates.

OUR DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth information with respect to our directors
and executive officers:



                NAME                               AGE               POSITION AND OFFICE WITH US
                -----------------------------      ----     ------------------------------------------------
                                                      
                Robert D. Parks............        60       Chairman, chief executive officer and affiliated
                                                            director
                Roberta S. Matlin..........        59       Vice president -- administration
                Scott W. Wilton............        43       Secretary
                Steven P. Grimes...........        37       Treasurer and principal financial officer
                Lori J. Foust..............        39       Principal accounting officer
                Brenda G. Gujral...........        61       Affiliated director
                Frank A. Catalano, Jr......        42       Independent director
                Kenneth H. Beard...........        64       Independent director
                Paul R. Gauvreau...........        64       Independent director
                Gerald M. Gorski...........        61       Independent director
                Barbara A. Murphy..........        66       Independent director


     ----------
     *As of January 1, 2004

     ROBERTA S. MATLIN has been our vice president of administration since our
formation. Ms. Matlin joined Inland Real Estate Investment Corporation in 1984
as director of investor administration and currently serves as senior vice
president of our sponsor, directing its day-to-day internal operations. Ms.
Matlin is a director of our sponsor, a director and president of Inland
Investment Advisors, Inc., and Intervest Southern Real Estate Corporation, and a
director and vice president of Inland Securities Corporation. Since 1998, she
has been vice president of administration of Inland Retail Real Estate Trust.
She is president and a director of Inland Investment Advisors, Inc. and
Intervest Southern Real Estate Corporation. She was vice president of
administration of Inland Real Estate Corporation from 1995 until 2000. From June
2001 until April 2004 she was a trustee and executive vice president of Inland
Mutual Fund Trust. Prior to joining Inland, she worked for the Chicago Region of
the Social Security Administration of the United States Department of Health and
Human Services. Ms. Matlin is a graduate of the University of Illinois. She
holds Series 7, 22, 24, 39, 63 and 65 licenses from the National Association of
Securities Dealers, Inc.

     SCOTT W. WILTON has been our secretary since our formation. Mr. Wilton
joined The Inland Group in January 1995. He is assistant vice president of The
Inland Real Estate Group, Inc. and assistant counsel with The Inland Real Estate
Group law department. In 1998, Mr. Wilton became secretary of Inland Retail Real
Estate Trust, Inc. and Inland Retail Real Estate Advisory Services, Inc. In
2001, he became the Secretary of Inland Real Estate Exchange Corporation. Mr.
Wilton is involved in all aspects of The Inland Group's business, including real
estate acquisitions and financing, securities law and corporate governance
matters, leasing and tenant matters, and litigation management. He received B.S.
degrees in economics and history from the University of Illinois at Champaign
1982 and his law degree from Loyola University of Chicago, Illinois 1985. Prior
to joining The Inland Group, Mr. Wilton worked for the Chicago law firm of
Williams, Rutstein, Goldfarb, Sibrava and Midura, Ltd., specializing in real
estate and corporate transactions and litigation.

                                       72


     STEVEN P. GRIMES joined our business manager/advisor as its Chief Financial
Officer and became our treasurer and principal financial officer in 2004. He is
responsible for our finances and borrowings. Prior to joining our business
manager/advisor, Mr. Grimes was a director with Cohen Financial and was a senior
manager with Deloitte and Touche. Mr. Grimes received his B.S. Degree in
Accounting from Indiana University and is a Certified Public Accountant. Mr.
Grimes is a member of the American Institute of Certified Public Accountants, or
AICPA, and the Illinois CPA Society.

     LORI J. FOUST joined the Inland organization as Vice President of Inland
Western Retail Real Estate Advisory Services, Inc. in 2003. Ms. Foust is also
our principal accounting officer. She is responsible for our financial and SEC
reporting. Prior to joining the Inland organization, Ms. Foust worked in the
field of public accounting and was a senior manager in the real estate division
for Ernst and Young, LLP. She received her B.S. Degree in Accounting and her
M.B.A. Degree from the University of Central Florida. Ms. Foust is a certified
public accountant and a member of the AICPA.

     BRENDA G. GUJRAL, an affiliated director, is president, chief operating
officer and a director of Inland Real Estate Investment Corporation, the parent
company of our business manager/advisor. She is also president, chief operating
officer and a director of our managing dealer. Mrs. Gujral is also a director of
Inland Investment Advisors, Inc., an investment advisor.

     Mrs. Gujral has overall responsibility for the operations of Inland Real
Estate Investment Corporation, including the distribution of checks to over
50,000 investors, the review of periodic communications to those investors, the
filing of quarterly and annual reports for Inland Real Estate Investment
Corporation-sponsored publicly registered investment programs with the
Securities and Exchange Commission, compliance with other Securities and
Exchange Commission and National Association of Securities Dealers securities
regulations both for Inland Real Estate Investment Corporation and Inland
Securities Corporation, review of asset management activities and marketing and
communications with the independent broker-dealer firms selling current and
prior Inland Real Estate Investment Corporation sponsored investment programs.
She works with internal and outside legal counsel in structuring Inland Real
Estate Investment Corporation's investment programs and in connection with the
preparation of its offering documents and registering the related securities
with the Securities and Exchange Commission and state securities commissions.

     Mrs. Gujral has been with the Inland organization for 22 years, becoming an
officer in 1982. Prior to joining the Inland organization, she worked for the
Land Use Planning Commission establishing an office in Portland, Oregon to
implement land use legislation for that state.

     She is a graduate of California State University. She holds Series 7, 22,
39 and 63 licenses from the National Association of Securities Dealers and is a
member of The National Association of Real Estate Investment Trusts. Ms. Gujral
is also a member of the Financial Planning Association, the Foundation for
Financial Planning and the National Association for Female Executives.

     FRANK A. CATALANO, JR. has served as president of Catalano & Associates
since 1999. Catalano & Associates is a real estate company that includes
brokerage, property management and rehabilitation and leasing of office
buildings. Mr. Catalano's experience also includes mortgage banking. Since 2002,
he has been a vice president of First Home Mortgage Company. Prior to that, Mr.
Catalano was a regional manager at Flagstar Bank. He also was president and
chief executive officer of CCS Mortgage, Inc. from 1995 through 2000, when
Flagstar Bank acquired it.

     Mr. Catalano is a member of the Elmhurst, IL Chamber of Commerce and as
past chairman of the board, he is also a member of the Elmhurst Jaycees,
Elmhurst Hospital Board of Governors, Elmhurst Kiwanis and is currently the
President of Elmhurst Historical Museum Commission. Mr. Catalano holds a
mortgage broker's license.

                                       73


     KENNETH H. BEARD was president and chief executive officer of Exelon
Services, an energy services company from 1999-2002, where he had responsibility
for financial performance including being accountable for creating business
strategy, growing the business through acquisition, integrating acquired
companies and developing infrastructure for the combined acquired businesses.
Exelon Services is a subsidiary of Exelon Corporation, a New York Stock Exchange
listed company. Prior to that position, from 1974 to 1999, Mr. Beard was the
founder, president and chief executive officer of Midwest Mechanical, Inc., a
heating, ventilation and air conditioning company providing innovative and cost
effective construction services and solutions for commercial, industrial, and
institutional facilities. From 1964 to 1974 Mr. Beard was employed at The Trane
Company, a manufacturer of heating, ventilating and air conditioning equipment
having positions in sales, sales management and general management.

     Mr. Beard holds a MBA and BSCE from the University of Kentucky and is a
licensed mechanical engineer. He is on the board of directors of the Wellness
House in Hinsdale, Illinois, a cancer support organization, and Harris Bank -
Hinsdale, serves on the Dean's Advisory Council of the University of Kentucky,
School of Engineering, and is a past member of the Oak Brook, Illinois Plan
Commission (1981-1991).

     PAUL R. GAUVREAU is the retired chief financial officer, financial vice
president and treasurer of Pittway Corporation, New York Stock exchange listed
manufacturer and distributor of professional burglar and fire alarm systems and
equipment from 1966 until its sale to Honeywell, Inc. in 2001. He was president
of Pittway's non-operating real estate and leasing subsidiaries through 2001. He
was a financial consultant to Honeywell, Inc.; Genesis Cable, L.L.C.; ADUSA,
Inc. He was a director and audit committee member of Cylink Corporation, a
Nasdaq Stock Market listed manufacturer of voice and data security products from
1998 until its merger with Safenet, Inc. in February 2003. Prior to 1995, he was
a director and acting chief financial officer instrumental in 1996 Cylink
initial public offering.

     Mr. Gauvreau holds a MBA from the University of Chicago and a BSC from
Loyola University of Chicago. He is on the Board of Trustees and Vice Chairman
of the Finance Committee of Benedictine University, Lisle, Illinois; a member of
the Board of Trustees of the Chaddick Institute of DePaul University, Chicago,
Illinois; and a member of the board of directors and treasurer of the Children's
Brittle Bone Foundation, Pleasant Prairie, Wisconsin.

     GERALD M. GORSKI is a partner in the law firm of Gorski and Good, Wheaton
Illinois. Mr. Gorski's practice is limited to governmental law. His firm
represents numerous units of local government in Illinois and Mr. Gorski has
served as a Special Assistant State's Attorney and Special Assistant Attorney
General in Illinois. He received a Bachelor of Arts degree from North Central
College with majors in Political Science and Economics and a Juris Doctor degree
from DePaul University Law School where he was placed on the Deans Honor List.
Mr. Gorski serves as the Vice-Chairman of the Board of Commissioners for the
DuPage Airport Authority. He has written numerous articles on various legal
issues facing Illinois municipalities; has been a speaker at a number of
municipal law conferences and is a member of the Illinois Bar Association, the
Institute for Local Government Law and the International Municipal Lawyers
Association.

     BARBARA A. MURPHY is the Chairwoman of the DuPage Republican Party. Ms.
Murphy is also a member of Illinois Motor Vehicle Review Board and a member of
Matrimonial Fee Arbitration Board. Ms. Murphy is a Milton Township Trustee and a
committeeman for Milton Township Republican Central Committee. Ms. Murphy
previously served as State Central Committeewoman for the Sixth Congressional
District and has also served on the DuPage Civic Center Authority Board, the
DuPage County Domestic Violence Task Force, and the Illinois Toll Highway
Advisory Committee. Ms. Murphy is a founding member of the Family Shelter
Service Board. As an active volunteer for Central DuPage Hospital, she acted as
the "surgery hostess" (cared for families while a family member was undergoing

                                       74


surgery). Ms. Murphy was a department manager and buyer for J.W. Robinson's and
Bloomingdale's and the co-owner of Daffy Down Dilly Gift Shop.

COMMITTEES OF OUR BOARD OF DIRECTORS

     Our bylaws provide that our board may establish such committees as the
board believes appropriate. The board will appoint the members of the committee
in the board's discretion. Our bylaws require that a majority of the members of
each committee of our board is to be comprised of independent directors.

     Our Board has established an audit committee comprised of Messrs. Catalano,
Beard and Gauvreau. Mr. Gauvreau serves as the chair of the Audit Committee and
qualifies as our "financial expert" under the rules of the Securities and
Exchange Commission. These three directors are independent in accordance with
the National Association of Securities Dealers' listing standards and under the
Sarbanes-Oxley Act. The board has adopted a written charter for the audit
committee.

     The audit committee is responsible for the engagement of our independent
auditors, reviewing the plans and results of the audit engagement with our
auditors, approving services performed by and the independence of our
independent auditors, considering the range of audit and non-audit fees, and
consulting with our independent auditors regarding the adequacy of our internal
accounting controls.

     Although we do not have a standing nominating committee or compensation
committee of the board, the board itself serves in those capacities.

     There is no compensation committee. The board has been responsible for all
compensation decisions. As we have no employees, there are no compensation
decisions to be made by the board.

     Our board does not currently have a nominating committee. Rather, each
member of our board participates in the process of identifying and considering
individuals for board membership. Our board believes its current process is
effective since the current members of the board are seasoned executives from a
variety of backgrounds. Each member of our board satisfies the independence
requirements under the National Association of Securities Dealers' listing
standards and the Sarbanes-Oxley Act, other than Mr. Parks and Mrs. Gujral. The
board will consider for recommendation to the board nominations made by
stockholders that comply with the procedures described in our proxy statement
under the caption "Advance Notice Procedures for Making Director Nominations and
Stockholder Proposals."

     Once our board has identified a possible nominee (whether through a
recommendation from a shareholder or otherwise), the independent members of the
board make an initial determination as to whether to conduct a full evaluation
of the candidate. This initial determination is based on the information
provided to the board when the candidate is recommended, the board's own
knowledge of the prospective candidate and information, if any, obtained by the
board's inquiries. The preliminary determination is based primarily on the need
for additional board members to fill vacancies, expand the size of the board or
obtain representation in market areas without board representation and the
likelihood that the candidate can satisfy the evaluation factors described
below. If the independent members of the board determine that additional
consideration is warranted, it may gather additional information about the
candidate's background and experience. The independent members of the board then
evaluate the prospective nominee against the following standards and
qualifications:

     -    achievement, experience and independence;

     -    wisdom, integrity and judgment;

                                       75


     -    understanding of the business environment; and

     -    willingness to devote adequate time to Board duties.

     The independent members of the board also consider such other relevant
factors as they deem appropriate, including the current composition of the
board, the need for audit committee or other expertise and the evaluations of
other candidates. In connection with this evaluation, the independent members of
the board determine whether to interview the candidate. If the independent
members of the board decide that an interview is warranted, one or more of those
members, and others as appropriate, interviews the candidate in person or by
telephone. After completing this evaluation and interview, the independent
members of the board make a recommendation to the full board as to the persons
who should be nominated by the board, and the board determines the nominees
after considering the recommendation and report of the independent members of
the board.

     EXECUTIVE COMMITTEE. Our board may establish an executive committee
consisting of three directors, including two independent directors. The
executive committee would likely exercise all powers of the board in the
management of the business and affairs of our company, except for those which
require actions by all of the directors or by the independent directors under
our articles of incorporation or bylaws or under applicable law.

     MANAGEMENT AND DISCLOSURE COMMITTEE. Our board may establish a management
disclosure committee to assist in reviewing our disclosures, controls and
procedures. The committee may include our directors and directors and officers
of our business manager/advisor.

     EXECUTIVE COMPENSATION COMMITTEE. Our board may establish an executive
compensation committee consisting of three directors, including two independent
directors, to establish compensation policies and programs for our executive
officers. The executive compensation committee will exercise all powers of our
board in connection with establishing and implementing compensation matters,
including incentive compensation and benefit plans.

COMPENSATION OF DIRECTORS AND OFFICERS

     We pay our independent directors an annual fee of $5,000 (increased to
$10,000 effective October 1, 2004) plus $500 for each in person meeting and $350
for each meeting of the board or a committee of the board attended by telephone,
and reimbursement of their out-of-pocket expenses incurred. Our two other
directors, Robert D. Parks and Brenda G. Gujral, do not receive any fees or
other remuneration for serving as directors.

EXECUTIVE COMPENSATION

     We have no employees and our executive officers will not receive any
compensation from us for their services as such officers. Our executive officers
are officers of one or more of our affiliates, and are compensated by those
entities, in part, for their services rendered to us.

COMPLIANCE AND GOVERNANCE

     On October 12, 2004, our board of directors unanimously adopted a Code of
Business Conduct and Ethics, Nonretaliation Policy, and Complaint Procedures for
Accounting and Auditing Matters.

                                       76


INDEPENDENT DIRECTOR STOCK OPTION PLAN

     We have an independent director stock option plan under which non-employee
directors, as defined under Rule 16b-3 of the Securities Exchange Act of 1934,
are eligible to participate.

     We have authorized and reserved a total of 75,000 shares of our common
stock for issuance under our independent director stock option plan. The number
and type of shares which could be issued under the plan may be adjusted if we
are the surviving entity after a reorganization or merger or if our stock
splits, is consolidated or we are recapitalized. If this occurs, the exercise
price of the options will be correspondingly adjusted.

     The independent director stock option plan provides for the grant of
non-qualified stock options to purchase 3,000 shares to each independent
director upon his or her appointment if they meet the conditions in the plan.
The plan also provides for subsequent grants of options to purchase 500 shares
on the date of each annual stockholder's meeting to each independent director
then in office. However, options may not be granted at any time when the grant,
along with the grants to be made at the same time to other independent
directors, would exceed 10% of our issued and outstanding shares. We have
granted options to purchase 3,000 shares at $8.95 per share to each of our five
independent directors. The option price for subsequent options will be equal to
the fair market value of a share on the last business day preceding the annual
meeting of stockholders. The option price will be fixed at $8.95 per share until
the earlier of the termination of this offering or two years after the
commencement of this offering.

     One-third of the options granted following an individual initially becoming
an independent director are exercisable beginning on the date of their grant,
one-third will first become exercisable on the first anniversary of the date of
their grant, and the remaining one-third will first become exercisable on the
second anniversary of the date of their grant. All other options granted under
the independent director stock option plan will become fully exercisable on the
second anniversary of their date of grant.

     Options granted under the independent director stock option plan are
exercisable until the first to occur of

     -    the tenth anniversary of the date of grant,

     -    the removal for cause of the independent director as an independent
          director, or

     -    three months following the date the independent director ceases to be
          an independent director for any other reason except death or
          disability.

     The options may be exercised by payment of cash or through the delivery of
common stock. They are generally exercisable in the case of death or disability
for a period of one year after death or the disabling event, provided that the
death or disabling event occurs while the person is an independent director.
However, if the option is exercised within the first six months after it becomes
exercisable, any shares issued pursuant to such exercise may not be sold until
the six month anniversary of the date of the grant of the option.
Notwithstanding any other provisions of the independent director stock option
plan to the contrary, no option issued pursuant thereto may be exercised if such
exercise would jeopardize our status as a REIT under the Internal Revenue Code.

     No option may be sold, pledged, assigned or transferred by an independent
director in any manner otherwise than by will or by the laws of descent or
distribution.

     Upon our dissolution, liquidation, reorganization, merger or consolidation
as a result of which we are not the surviving corporation, or upon sale of all
or substantially all of our property, the independent

                                       77


director stock option plan will terminate, and any outstanding unexercised
options will terminate and be forfeited. However, holders of options may
exercise any options that are otherwise exercisable immediately prior to the
dissolution, liquidation, consolidation or merger. Additionally, our board may
provide for any or all of the following alternatives:

     -    for the assumption by the successor corporation of the options
          previously granted or the substitution by the corporation for the
          options covering the stock of the successor corporation, or a parent
          or subsidiary thereof, with appropriate adjustments as to the number
          and kind of shares and exercise prices;

     -    for the continuance of the independent director stock option plan by
          such successor corporation in which event the independent director
          stock option plan and the options will continue in the manner and
          under the terms so provided; or

     -    for the payment in cash or common stock in lieu of and in complete
          satisfaction of the options.

OUR BUSINESS MANAGER/ADVISOR

     Our business manager/advisor, Inland Western Retail Real Estate Advisory
Services, Inc., is an Illinois corporation and a wholly owned subsidiary of our
sponsor. Our business manager/advisor reviews and updates our mission statement,
determines our businesses' direction, selects the criteria for acquisitions and
financing, adjusts the demographic and geographic parameters, analyzes strategic
alternatives, adjusts our rate of growth to maximize shareholder value, and
updates our business plan that is performed by Inland employees on our behalf
involving the combined efforts of highly skilled technical people with many
years of experience.

     The following table sets forth information regarding the executive officers
and directors of our business manager/advisor, all of whom have held their
positions and offices since its formation in 1998. The biographies of Messrs.
Parks, Cosenza, and Goodwin are set forth above under "-- Inland Affiliated
Companies" and the biographies of Mr. Grimes, Ms. Foust and Mr. Wilton are set
forth under "-- Our Directors and Executive Officers."



                                                               POSITION AND OFFICE WITH OUR BUSINESS
     NAME                                             AGE      MANAGER/ADVISOR
     ----                                             ----     ----------------------------------------
                                                         
     Daniel L. Goodwin..........................      60       Director
     Robert D. Parks............................      60       Director and president
     G. Joseph Cosenza..........................      60       Director
     Steven P. Grimes...........................      37       Chief financial officer
     Brenda G. Gujral...........................      61       Vice president
     Lori J. Foust..............................      39       Vice president and controller
     Scott W. Wilton............................      43       Secretary
     Debra J. Randall...........................      48       Assistant vice president and assistant
                                                               controller


     ----------
     *As of January 1, 2004

     DEBRA J. RANDALL joined our business manager/advisor as assistant vice
president on January 30, 2004. Ms. Randall is responsible for our financial and
SEC reporting. Prior to joining the business manager/advisor, Ms. Randall was a
corporate controller for a privately held real estate company and has over 10
years of real estate experience at several public accounting firms. She received
her B.A. Degree

                                       78


in Liberal Arts and is in the process of completing her M.A. Degree from DePaul
University. She is a certified public accountant, a member of the Illinois CPA
Society and a licensed real estate salesperson.

OUR ADVISORY AGREEMENT

     DUTIES OF OUR BUSINESS MANAGER/ADVISOR. Under the terms of our advisory
agreement, our business manager/advisor generally has responsibility for our
day-to-day operations. This includes the following:

     -    administering our bookkeeping and accounting functions,

     -    serving as our consultant in connection with policy decisions to be
          made by our board, managing our properties or causing them to be
          managed by another party, and

     -    rendering other services as our board deems appropriate.

     Our business manager/advisor is subject to the supervision of its board and
has only such functions as are delegated to it by its board.

     TERM OF THE ADVISORY AGREEMENT. The advisory agreement has an initial term
of three years and is renewable for successive one-year terms upon the mutual
consent of the parties. It may be terminated by either party, by mutual consent
of the parties or by a majority of the independent directors or the business
manager/advisor, as the case may be, upon 60 days' written notice. If the
advisory agreement is terminated, the business manager/advisor must cooperate
with us and take all reasonable steps requested by our board to assist it in
making an orderly transition of the business management/advisory function. Our
board shall determine that any successor business manager/advisor possesses
sufficient qualifications to perform the business management/advisory function
for us and justify the compensation provided for in its contract with us.

     COMPENSATION TO BUSINESS MANAGER/ADVISOR. The advisory agreement provides
for the business manager/advisor to be paid:

     -    an advisor asset management fee after the stockholders have first
          received a 6% annual return; and

     -    a property disposition fee; and

     -    an incentive advisory fee from the net proceeds of a sale of a
          property after the stockholders have first received a 10% cumulative
          return and a return of their net investment.

     If the business manager/advisor or its affiliates perform services that are
outside of the scope of the advisory agreement, we will compensate them at rates
and in amounts agreed upon by the business manager/advisor and the independent
directors.

     The business manager/advisor bears the expenses it incurs in connection
with performing its duties under the advisory agreement. These include:

     -    employee expenses;

     -    travel and other expenses of its directors, officers and employees;

     -    rent;

                                       79


     -    telephone;

     -    equipment expenses to the extent they relate to the office maintained
          by both us and the business manager/advisor; and

     -    miscellaneous administrative expenses incurred in supervising,
          monitoring and inspecting real property or our other investments or
          relating to its performance under the advisory agreement. The business
          manager/advisor is reimbursed for the cost to it and its affiliates of
          goods and services used for and by us and obtained from unaffiliated
          parties. It is also reimbursed for related administrative services. We
          bear our own expenses for functions the business manager/advisor is
          not required to perform under the advisory agreement. These generally
          include capital raising and financing activities, corporate governance
          matters and other activities not directly related to our properties.

     REIMBURSEMENT BY BUSINESS MANAGER/ADVISOR. For any year in which we qualify
as a REIT, our business manager/advisor must reimburse us for the amounts, if
any:

     -    by which our total operating expenses paid during the previous fiscal
          year exceed the greater of

               -    2% of our average assets for that fiscal year or

               -    25% of our net income, before any additions to or allowance
                    for reserves for depreciation, amortization or bad debts or
                    other similar low-cash reserves before any gain from the
                    sale of our assets, for that fiscal year;

     -    PLUS an amount, so long as it does not exceed the amount of the
          advisor asset management fee for that year, equal to any deficit
          between the total amount of distributions to stockholders for such
          fiscal year and the current return. Current return refers to a
          cumulative, non-compounded return, equal to 6% per annum on net
          investment.

The business manager/advisor is also obligated to pay organization and offering
expenses in excess of specified levels. See "Compensation Table" for a
description of the fees and reimbursements to which the business manager/advisor
is entitled. Provided however, only so much of the excess specified in the first
bullet point above will be required to be reimbursed as the board, including a
majority of the independent directors, determines should justifiably be
reimbursed in light of such unanticipated, unusual or non-recurring factors
which may have occurred within 60 days after the end of the quarter for which
the excess occurred. In this event, the stockholders will be sent a written
disclosure and explanation of the factors the independent directors considered
in arriving at the conclusion that the higher total operating expenses were
justified.

     BUSINESS COMBINATION BETWEEN US AND THE BUSINESS MANAGER/ADVISOR. Many
REITs that are listed on a national stock exchange or included for quotation on
a national market system are considered self-administered, because their
employees perform all significant management functions. In contrast, those that
are not self-administered, like us, typically engage a third-party, such as our
business manager/advisor, to perform management functions on its behalf. If for
any reason the independent directors determine that we should become
self-administered, the advisory agreement permits the business conducted by the
business manager/advisor, including all of its assets, to be acquired by or
consolidated into us. A similar provision is included in each management
agreement permitting acquisition of the business conducted by the respective
property manager, including all of its assets. Until September 15, 2008, such a
business combination could only take place with our consent and that of the

                                       80


business manager/advisor and property managers. After September 15, 2008, we
could acquire these companies in a business combination without their consent.

     If the businesses conducted by the business manager/advisor and/or a
property manager are acquired by or consolidated into us, the business
manager/advisor and/or the property manager and/or their respective stockholders
or members will receive a number of shares in exchange for terminating their
respective management agreements and the release and waiver of all fees payable
under them. We will be obligated to pay any fees accrued under such contractual
arrangements for services rendered through the closing of the acquisitions.

     The number of shares we will issue to the business manager/advisor and/or
the property managers, as the case may be, will be determined as follows:

     -    We will first send an election notice to the business manager/advisor
          and/or the property manager, as the case may be, of our election to
          proceed with such a transaction.

     -    Next, the net income of the business manager/advisor and/or the
          property manager, as the case may be, for the calendar monthly period
          immediately preceding the calendar month in which the business
          combination agreement is signed, as determined by an independent audit
          conducted in accordance with generally accepted auditing standards,
          will be annualized. The business manager/advisor or the property
          manager will bear the cost of the audit.

     -    The annualized net income will then be multiplied by 90% and divided
          by our funds from operations per weighted average share. Funds from
          operations per weighted average share will be equal to our annualized
          funds from operations per weighted average share for the fiscal
          quarter immediately preceding the fiscal quarter in which the business
          combination agreement is signed, all based upon our quarterly report
          delivered to stockholders.

     Funds from operations means net income in accordance with generally
accepted accounting principles, excluding gains or losses from sales of
properties, plus depreciation on real property and amortization, and after
adjustments for unconsolidated partnerships and joint ventures in which we hold
an interest.

     The resulting quotient will constitute the number of shares to be issued by
us to the business manager/advisor or the property manager, or their respective
shareholders or members, as the case may be. Delivery of the shares and the
closing of the transaction must occur within 90 days of delivery after the
election notice.

     Under some circumstances, this kind of transaction can be entered into and
consummated without seeking specific stockholder approval. See "Conflicts of
Interest." Any transaction like this will occur, if at all, only if our board
obtains a fairness opinion from a recognized financial advisor or institution
providing valuation services to the effect that the consideration to be paid is
fair to the stockholders from a financial point of view. If the advisory
agreement is terminated for any reason other than our acquisition of the
business conducted by the business manager/advisor, then all obligations of the
business manager/advisor and its affiliates to offer properties to us will also
terminate.

     LIABILITY AND INDEMNIFICATION OF BUSINESS MANAGER/ADVISOR. Under the
advisory agreement, we are required to indemnify the business manager/advisor
and to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding with respect to the business manager/advisor's acts or omissions.
However, this is only a requirement so long as:

                                       81


     -    the business manager/advisor determined in good faith that the course
          of conduct which caused a loss or liability was in our best interest;

     -    the business manager/advisor was acting on behalf of or performing
          services for us;

     -    the liability or loss was not the result of misconduct on the part of
          the business manager/advisor; and

     -    the indemnification or agreement to hold harmless is recoverable only
          out of our net assets and not from the assets of the stockholders.

     We will advance amounts to those entitled to indemnification for legal and
other expenses only if:

     -    the legal action relates to acts or omissions concerning the
          performance of duties or services by the person seeking
          indemnification for or on our behalf;

     -    the legal action is initiated by a third party and a court of
          competent jurisdiction specifically approves its advancement; and

     -    the person seeking indemnification who is receiving the advances
          undertakes to repay the advanced funds to us, together with the
          applicable legal rate of interest thereon, if such party is found not
          to be entitled to indemnification.

     Although Inland Retail Real Estate Trust, Inc. is no longer offering its
securities, it has not fully invested all of its anticipated funds available for
investment. Accordingly, material conflicting investment opportunities between
them and us could be expected. However, we have primarily focused our purchase
of retail centers to those west of the Mississippi River, which is outside
Inland Retail Real Estate Trust, Inc.'s primary geographic area of investment.
However, if any conflicts do arise, they will be resolved as provided in the
property acquisition service agreement.

THE PROPERTY MANAGERS AND THE MANAGEMENT AGREEMENTS

     Our present property managers provide property management services to us
under the terms of the management agreements. The property managers provide
services in connection with the rental, leasing, operation and management of the
properties. Our property managers are each Delaware limited liability companies
owned by a Delaware limited liability holding company, which in turn is owned by
a Delaware corporation owned principally by individuals who are affiliates of
The Inland Group. We have agreed to pay the property managers a monthly
management fee in an amount no greater than 90% of the fee which would be
payable to an unrelated party providing such services, which fee will initially
be 4.5% of gross income, as defined in the relevant management agreement, from
the properties managed for the month for which the payment is made. In addition,
we have agreed to compensate each property manager if it provides us with
services other than those specified in the management agreement. There is a
separate management agreement for each property for an initial term ending as of
December 31 in the year in which the property is acquired, and each management
agreement is subject to three successive three-year renewals, unless either
party notifies the other in writing of its intent to terminate between 60 and 90
days prior to the expiration of the initial or renewal term. We may terminate
with 30 days prior written notice in the event of gross negligence or
malfeasance by the property manager. The property managers may subcontract the
required property management services for less than the management fee provided
in the management agreement. See "Compensation Table -- Nonsubordinated Payments
-- Operational Stage." Our property managers may form additional property
management companies as necessary to manage the properties we acquire, and may
approve of the change of management of a property from one manager to another.

                                       82


     Our property managers, Inland US Management LLC, Inland Southwest
Management LLC and Inland Pacific Management LLC, conduct their activities
within states where they manager our properties. The principal executive office
of the holding company, Inland HOLDCO Management LLC, is located at 2907
Butterfield Road in Oak Brook, Illinois.

     See "--The Advisory Agreement" above in this section and "Conflicts of
Interest" for a discussion of our option to acquire or consolidate with the
business conducted by the property managers.

     The following sets forth information with respect to the executive officers
and managers of Inland HOLDCO Management LLC.



                                                                     POSITION AND OFFICE
                                                                      WITH INLAND HOLDCO
         NAME                                    AGE*                   MANAGEMENT LLC
         ----                                    ----                   --------------
                                                         
         Thomas P. McGuinness                    47            President and manager
         Robert M. Barg                          50            Senior vice president/treasurer, secretary
                                                               and manager
         James H. Neubauer                       62            Senior vice president
         Linda Centanni                          49            Vice president
         Elizabeth D. McNeely                    49            Vice president
         Frank Natanek                           36            Vice president
         Ulana B. Horawelskyj                    57            Manager
         Alan F. Kremin                          57            Manager
         Frances c. Panico                       54            Manager


     ----------
     *As of January 1, 2004

     THOMAS P. MCGUINNESS joined Inland Property Management in 1982 and became
president of Mid-America Management Corporation in July 1990 and chairman in
2001. He is also president of Inland Property Management, Inc. as well as a
director of Inland Commercial Property Management. He is chairman and a director
of Inland Mid-Atlantic Management Corp. Mr. McGuinness is a licensed real estate
broker; and is past president of the Chicagoland Apartment Association, and past
regional vice president of the National Apartment Association. He is currently
on the board of directors of the Apartment Building Owners and Managers
Association, and is a trustee with the Service Employees' Local No. 1 Health and
Welfare Fund, as well as the Pension Fund and holds CLS and CSM accreditations
from the International Council of Shopping Centers.

     ROBERT M. BARG joined the Inland organization in 1986 and is currently the
treasurer of Inland Property Management Group, Inc. Since 2003 he has been a
senior vice president, secretary and treasurer of Inland Western Management
Corp. In July 2004 he became a director of Inland Western Management Corp. as
well as a senior vice president , secretary, treasurer, and a director of Inland
Northwest Management Corp., Inland Pacific Management Corp., and Inland
Southwest Management Corp. He is also a director, senior vice president, and
treasurer of Mid-America Management Corp., and secretary and treasurer of Inland
Southern Management Corp. He was secretary and treasurer of Inland Southeast
Property Management Corp. from 1998 to 2001. Prior to joining the Inland
organization, Mr. Barg was an accounting manager of the Charles H. Shaw Co. He
received his B.S. Degree in Business Administration from the University of
Illinois at Chicago and a Masters Degree from Western Illinois University. Mr.
Barg is a certified public accountant and is a member of the Illinois CPA
Society.

                                       83


     JAMES H. NEUBAUER joined Inland Property Management in 1978 as an on-site
manager. In 1981, he was promoted to the position of director of purchasing.
Subsequently, in 1983, he became an on-site property manager and, in 1984, he
became the president of Inland Western Property Management. From 1985 to 1996,
Mr. Neubauer was president and senior vice president of Mid-America Management
where he was responsible for all rental property operations outside the
Chicagoland metropolitan area, which included New Hampshire, Arizona, Indiana,
Wisconsin and Peoria, Moline and Danville, Illinois. He left Inland in 1996 to
pursue other opportunities and rejoined Inland Southeast Property Management
Corp. in 1999 as senior vice president and in May 2002 was promoted to
president. In June 2004, he became a senior vice president of Inland Northwest
Management Corp., Inland Pacific Management Corp., Inland Southwest Management
Corp. and Inland Western Management Corp. He is a licensed real estate broker in
Florida and holds a B.A. degree from the University of Maryland, a M.A. degree
from Ball State University and a M.B.A. degree from Benedictine College.

     LINDA CENTANNI joined Mid-America Management Corp. in 1978 in the business
office and in 1979 she began working in the accounting department specializing
in the area of property management accounts receivable. In 1997 she was promoted
to assistant vice president. Her current responsibilities include supervision of
12 people as department head of both accounts receivable and records. In July
2004 she was promoted to a vice president of Inland Northwest Management Corp.,
Inland Pacific Management Corp., Inland Southwest Management Corp., and Inland
Western Management Corp. Ms. Centanni holds an Illinois real estate salesperson
license.

     ELIZABETH D. MCNEELEY joined Inland Southeast Property Management as a
property accountant in January of 2002. In January of 2003 she was promoted to
senior property accountant for Inland Western Management Corp., and in July of
2003 was promoted to a vice president of Inland Northwest Management Corp.,
Inland Pacific Management Corp., Inland Southwest Management Corp., and Inland
Western Management Corp. Prior to joining Inland , Ms. McNeeley was an
accountant for the Burlington Northern Railroad, Pinnacle Relocation and Trase
Miller Teleservices. She also taught mathematics at both the Middle School and
Jr. College level. Ms. McNeeley holds a BA from North Central College and an MA
from DePaul University. She is a licensed Real Estate Sales Agent.

     FRANK NATANEK joined The Inland Group in July 2004 as a vice president of
Inland Northwest Property Management Corp., Inland Pacific Management Corp.,
Inland Southwest Management Corp., and Inland Western Management Corp. Prior to
joining Inland, Mr. Natanek worked for the Hallmark Greeting Card Company from
October 2002 to March 2004. Mr. Natanek has a degree from St. Xavier, and a law
degree from Loyola University. In addition Mr. Natanek holds an MBA from the
University of Chicago.

     ULANA B. HORALEWSKYJ joined The Inland Group in 1990 and is currently
treasurer of Inland Real Estate Exchange Corporation, vice president of Inland
Real Estate Investment Corporation and president of Partnership Ownership
Corporation. In her capacity as vice president of Inland Real Estate Investment
Corporation, Ms. Horalewskyj oversees the cash management and accounting for
over 250 Inland private limited partnerships. Prior to joining Inland, she spent
four years working for an accounting firm and 10 years in the banking industry.
Ms. Horalewskyj received her B.A. from Roosevelt University in Chicago.

     ALAN F. KREMIN joined The Inland Group in 1982. Mr. Kremin was promoted to
treasurer of The Inland Group, Inland Commercial Property Management, Inc., and
various other Inland Group subsidiaries in March 1991. In his current capacity
as the chief financial officer of The Inland Group, a position he has held since
1991, his responsibilities include financial management, cash budgeting and
corporate taxes for the consolidated group and serving as a director for various
Inland Group subsidiaries and outside affiliated entities, for which he also
serves as treasurer. He is a director of Inland Southeast Property Management
Corp., and in March 2002 he became a director, secretary and treasurer of Inland

                                       84


Southern Management LLC. In November 2002, he became a director of Mid-Atlantic
Management, LLC. Prior to his current position, Mr. Kremin was treasurer of
Inland Real Estate Investment Corporation from 1986 to 1990, where he supervised
the daily operations of its accounting department. That department encompasses
corporate accounting for the general partner of the Inland Real Estate
Investment Corporation-sponsored limited partnership investment programs. Prior
to joining The Inland Group, Mr. Kremin served for one year as a controller of
CMC Realty and three years as assistant controller of JMB Realty Corporation.
Prior to his real estate experience, Mr. Kremin worked eight years in public
accounting, including four years at Arthur Young & Company. He received his B.S.
degree in accounting from Loyola University. Mr. Kremin is a certified public
accountant, holds securities and insurance licenses and is a licensed real
estate broker.

     FRANCES C. PANICO joined The Inland Group in 1972 and is president of
Inland Mortgage Servicing Corporation and senior vice president of Inland
Mortgage Corporation and Inland Mortgage Investment Corporation. Ms. Panico
oversees the operation of loan services, which has a loan portfolio in excess of
$4,200,000,000. She previously supervised the origination, processing and
underwriting of single-family mortgages, and she packaged and sold mortgages to
secondary markets. Ms. Panico's other primary duties for The Inland Group have
included coordinating collection procedures and overseeing the default and
resolution process. Ms. Panico received her BA Degree in Business Communication
from Northern Illinois University.

     The following sets forth information with respect to the executive officers
and managers of Inland US Management LLC.



                                                               POSITION AND OFFICE
                                                                  WITH INLAND US
            NAME                                 AGE*             MANAGEMENT LLC
            ----                                 ---              --------------
                                                    
            Thomas P. McGuinness                 47       President and manager
            Robert M. Barg                       50       Senior vice president/treasurer, secretary
                                                          and manager
            Linda Centanni                       49       Vice President
            Elizabeth D. McNeely                 49       Vice President
            Frank Natanek                        30       Vice President
            Lawrence R. Sajdak, Jr.              24       Assistant vice president
            Steven Yee                           37       Assistant vice president
            Anthony A. Casaccio                  48       Manager
            Alan F. Kremin                       57       Manager
            Pamela C. Stewart                    47       Manager

     ----------
     *As of January 1, 2004

     The biographies of Mr. McGuinness, Mr. Barg, Ms. Centanni, Ms. McNeely,
Mr. Natanek and Mr. Kremin are set forth above.

     LAWRENCE R. SAJDAK joined The Inland Group in September 1998 as a college
intern, working every summer and holiday season. He started in the marketing
department and soon became proficient in other departments in management. He has
degrees in chemistry and business from North Central College. Prior to joining
Inland he was employed by Cintas Corporation. Mr. Sajdak returned to Inland in
December 2002 as a department head in the business management department, and
subsequently became a property manager. In July 2004 Mr. Sajdak was promoted to
an assistant vice president of Inland

                                       85


Northwest Property Management Corp. He is a member of the International Council
of Shopping Centers.

     STEVEN YEE joined The Inland Group in February of 2004 as a senior property
manager, and in July 2004, Mr. Yee was promoted to assistant vice president of
Inland Northwest Property Management Corp. Prior to joining Inland he worked for
Manulife Financial. His was also the director of operations for MB real estate
and a retail property manager for Trammel Crow. His real estate experience
includes managing and leasing retail shopping centers in the greater Chicagoland
area. Mr. Yee attended DePaul University, receiving a degree in real estate
finance. He is a licensed real estate broker, and a member of the International
Council of Shopping Centers, and holds CPM and CCIM designations.

     ANTHONY A. CASACCIO joined The Inland Group in 1984 working for Inland
Condo Association Management. From 1987 to 1991 he was president of Partnership
Asset Sales Corporation, and in 1991 when Inland Real Estate Development
Corporation was formed, Mr. Casaccio became the president and a director.
Mr. Casaccio holds a B.S. degree in accounting from DePaul University. He is a
member of the DuPage Association of Realtors, the National Association of
Realtors, Northern Illinois Commercial Association of Realtors, the National
Home Builders Association, the Realtor Association of the Western Suburbs, The
Urban Land Institute and the Oswego Economic Development Corporation.
Mr. Casaccio is a licensed real estate broker in the state of Illinois.

     PAMELA C. STEWART joined Midwest Real Estate Equities, Inc., an affiliate
of The Inland Group in 1995 as an acquisition specialist. Prior to joining
Midwest Equities, Ms. Stewart worked for another affiliate company, New
Directions Housing Corporation (NDHC), a not-for-profit organization that
develops affordable housing. In 2002, Ms. Stewart became an assistant vice
president and in 2004, she was promoted to vice president of Midwest Real Estate
Equities, Inc. Ms. Stewart is responsible for acquiring commercial real estate
properties for the company's portfolio and investing corporate funds into
redevelopment projects, including rental properties, shopping centers, office
buildings and industrial buildings. Ms. Stewart is also the corporate asset
management director for The Inland Real Estate Group of Companies. Ms. Stewart
has a B.A. degree in Marketing from Roosevelt University. She is a member of the
National Association of Realtors, the Northern Illinois Commercial Association
of Realtors and she is a Certified Commercial Investment Member (CCIM) and
Candidate. She holds a real estate broker's license in the state of Illinois.

     The following sets forth information with respect to the executive officers
and managers of Inland Pacific Management LLC.



                                                                    POSITION AND OFFICE
                                                                    WITH INLAND PACIFIC
            NAME                                      AGE*             MANAGEMENT LLC
            ----                                      ----             --------------
                                                         
            Thomas P. McGuinness                      47       President and manager
            Robert M. Barg                            50       Senior vice president/treasurer, secretary and manager
            James H. Neubauer                         62       Senior vice president and manager
            Linda Centanni                            49       Vice President
            Elizabeth D. McNeely                      49       Vice President
            Frank Natanek                             30       Vice President
            David M. Benjamin                         49       Manager
            Alan F. Kremin                            57       Manager


     ----------
     *As of January 1, 2004

                                       86


     The biographies of Mr. McGuinness, Mr. Barg, Mr. Neubauer, Ms. Centanni,
Ms. McNeely, Mr. Natanek and Mr. Kremin are set forth above.

     DAVID M. BENJAMIN joined The Inland Group in 1983 in the accounting
department and is controller of The Inland Real Estate Group. Mr. Benjamin has
spent his entire accounting career in the real estate industry, working for
American Invesco and Draper and Kramer before coming to Inland. Mr. Benjamin is
responsible for the accounting and corporate income tax preparation of various
Inland entities and he assists in the day to day oversight of The Inland Real
Estate Group accounting department. Mr. Benjamin is a CPA.

     The following sets forth information with respect to the executive officers
and Managers of Inland Southwest Management LLC.



                                                                POSITION AND OFFICE
                                                               WITH INLAND SOUTHWEST
            NAME                                      AGE*        MANAGEMENT LLC
            ----                                      ----        --------------
                                                         
            Thomas P. McGuinness                      47       President and manager
            Robert M. Barg                            50       Senior vice president/treasurer, secretary and
                                                               manager
            James H. Neubauer                         62       Senior vice president
            Linda Centanni                            49       Vice President
            Elizabeth D. McNeely                      49       Vice President
            Frank Natanek                             30       Vice President
            Alan F. Kremin                            57       Manager
            Ulana B. Horalewskyj                      57       Manager
            Frances C. Panico                         54       Manager


     ----------
     *As of January 1, 2004

     The biographies of Mr. McGuinness, Mr. Barg, Mr. Neubauer, Ms. Centanni,
Ms. McNeely, Mr. Natanek, Ms. Horalewskyj, Mr. Kremin and Ms. Panico are set
forth above.

INLAND SECURITIES CORPORATION

     Inland Securities Corporation, our managing dealer, was formed in 1984. It
is registered under the applicable federal and state securities laws and is
qualified to do business as a securities broker-dealer throughout the United
States. Since its formation, the managing dealer has provided the marketing
function for distribution of the investment products sponsored by our sponsor.
It does not render these services to anyone other than affiliates of The Inland
Group, and it does not focus its efforts on the retail sale side of the
securities business. It is a member firm of the National Association of
Securities Dealers, Inc.

     The following table sets forth information with respect to the directors,
officers and principal employees of Inland Securities Corporation involved in
national sales and marketing activities of Inland Securities Corporation. The
biography of Mr. Parks is set forth above under "-Inland Affiliated Companies"
in this section and the biographies of Mrs. Gujral and Ms. Matlin are set forth
above under "-Our Directors and Executive Officers" in this section.

                                       87




                                                                      POSITION AND OFFICE
     NAME                                      AGE*                 WITH OUR MANAGING DEALER
     ----                                      ----                 ------------------------
                                                  
     Brenda G. Gujral....................      61       President, chief operating officer and director
     Roberta S. Matlin...................      59       Vice president and director
     Catherine L. Lynch..................      45       Treasurer, secretary and director
     Robert D. Parks.....................      60       Director
     Brian Conlon........................      45       Executive vice president
     R. Martel Day.......................      54       Executive vice president - national sales and
                                                        marketing
     Fred C. Fisher......................      59       Senior vice president
     David Bassitt.......................      61       Senior vice president
     John Cunningham.....................      45       Senior vice president
     Tomas Giardino......................      29       Vice president
     Curtis Shoch........................      31       Vice president
     Shawn Vaughan.......................      32       Vice president
     Mark Lavery.........................      28       Vice president
     Ralph Rudolph.......................      40       Vice president
     Robert J. Babcock...................      28       Vice president
     Frank V. Pinelli....................      57       Vice president
     Matthew Podolsky....................      32       Vice president
     Darrell Rau.........................      48       Vice president
     Jeffrey S. Hertz....................      30       Vice president
     Carl Pikus..........................      37       Vice president
     Nathan Rachels......................      29       Vice president
     Michele Sorce.......................      39       Assistant vice president and controller


     ----------
     *As of January 1, 2004

     CATHERINE L. LYNCH joined the Inland organization in 1989 and is the
treasurer/secretary of our sponsor. Ms. Lynch is responsible for managing the
corporate accounting department of our sponsor. Ms. Lynch is also the
treasurer/secretary and a director of Inland Securities Corporation and
treasurer of Inland Retail Real Estate Advisory Services and Inland Investment
Advisors, Inc. Prior to joining the Inland organization, Ms. Lynch worked in the
field of public accounting for KPMG Peat Marwick LLP since 1980. She received
her B.S. Degree in Accounting from Illinois State University. Ms. Lynch is a
certified public accountant and a member of the American Institute of Certified
Public Accountants and the Illinois CPA Society. She is registered with the
National Association of Securities Dealers, Inc. as a financial operations
principal.

     BRIAN M. CONLON joined Inland Securities Corporation as executive vice
president in September 1999. Prior to joining Inland, Mr. Conlon was executive
vice president and chief operating officer of Wells Real Estate Funds, where he
was responsible for overseeing day to day operations of the firm's real estate
investment and capital raising initiatives. Mr. Conlon is a General Securities
Principal, is licensed as a real estate broker in Georgia, and has earned the
Certified Financial Planner and Certified Commercial Investment Member
designations. Mr. Conlon currently serves on the national board of directors for
the Financial Planning Association. Mr. Conlon holds Series 7, 24 and 63
licenses with the National Association of Securities Dealers, Inc.

     R. MARTEL DAY is executive vice president and national sales director for
Inland Securities Corporation, and he is responsible for the sale of Inland's
investment products nationwide. Mr. Day joined

                                       88


Inland in 1984 as a regional representative in the southeast. Since then, he has
served as regional vice president, senior vice president and national marketing
director.

     Mr. Day graduated with an Engineering degree from the Georgia Institute of
Technology. He is a member of the board of directors of the Investment Program
Association (IPA), a member of the Financial Planning Association (FPA), and the
National Association of Real Estate Investment Trusts (NAREIT). He holds General
Securities and Registered Investment Advisor licenses with the National
Association of Securities Dealers, Inc.

     FRED C. FISHER is a senior vice president of Inland Securities Corporation,
which he joined in 1984. Mr. Fisher began his career with Inland Securities
Corporation as regional vice president for the Midwest region. In 1994, he was
promoted to senior vice president. Mr. Fisher received his bachelor's degree
from John Carroll University. Before joining Inland Securities Corporation, he
spent nine years as a regional sales manager for the S.S. Pierce Company.
Mr. Fisher holds Series 7, 22 and 63 licenses with the National Association of
Securities Dealers, Inc.

     DAVID BASSITT joined Inland Securities Corporation as a senior vice
president in March 2001. Prior to joining Inland, Mr. Bassitt was director of
financial services with AEI Fund Management, Inc. and was responsible for
wholesaling public and private net lease real estate investments and 1031
property exchanges to financial planners. Mr. Bassitt received his bachelor's
degree from Ferris State University, and a master's degree from St. Cloud
University. Mr. Bassitt holds Series 6, 7, 22 and 63 licenses with the National
Association of Securities Dealers, Inc.

     JOHN CUNNINGHAM is a senior vice president of Inland Securities
Corporation. He joined an affiliate of The Inland Group in January 1995 as a
commercial real estate broker. In March 1997, Mr. Cunningham was hired by Inland
Securities Corporation as a regional representative for the western region, and
he was promoted to a vice president in 1999. In 2002, he became senior vice
president of the western region. Mr. Cunningham graduated from Governors State
University with a B.S. degree in business administration, concentrating in
marketing. Before joining the Inland organization, Mr. Cunningham owned and
operated his own business and developed real estate. He holds Series 7 and
Series 63 licenses with the National Association of Securities Dealers, Inc.

     TOMAS GIARDINO joined Inland Securities Corporation as vice president in
September 2000. Prior to joining Inland, Mr. Giardino was the director of mutual
fund sales at SunAmerica Securities, where he was responsible for increasing the
market share of nine focus firms at the broker dealer. Mr. Giardino entered the
securities industry in January 1999. Prior to entering the securities industry,
Mr. Giardino was in the advertising field for four years. Mr. Giardino received
his B.A. in political science from Arizona State University in May 1998. He
holds Series 7, 63 and 65 licenses with the National Association of Securities
Dealers, Inc.

     CURTIS SHOCH joined Inland Securities Corporation as vice president in
January 2000. Prior to joining Inland, Mr. Shoch was assistant vice president at
Wells Real Estate Funds, where he was responsible for launching new real estate
investment alternatives in the southeastern United States. Mr. Shoch began his
career in 1994 with Keogler Investment Advisory Services. Mr. Shoch graduated
from Lynchburg College in Lynchburg, Virginia in 1994 with a major in marketing
and an emphasis in finance. He is a Registered Representative as well as a
Registered Investment Advisor. Mr. Shoch holds Series 7, 63 and 65 licenses with
the National Association of Securities Dealers, Inc.

     SHAWN VAUGHAN joined Inland Securities Corporation as vice president in
August 2000. Prior to joining Inland, Mr. Vaughan was assistant vice president
at Wells Real Estate Funds, where he was responsible for marketing real estate
investments in the mid-Atlantic region. Mr. Vaughan started his career in
financial services in 1994 on the retail side of the business with a successful
financial planning

                                       89


firm. During this time, he was responsible for handling every aspect of the
financial planning process. Mr. Vaughan holds Series 7 and 63 licenses with the
National Association of Securities Dealers, Inc.

     MARK LAVERY joined Inland Securities Corporation as a vice president in
April 2001. Prior to joining Inland, Mr. Lavery was with Charles Schwab, where
he was on an active trade team. Mr. Lavery began his career with Investment
Planners. Mr. Lavery graduated from Milliken University in 1997 with a B.S. in
finance. Mr. Lavery holds Series 7 and 66 licenses with the National Association
of Securities Dealers, Inc.

     RALPH RUDOLPH joined Inland Securities Corporation in 1995 as a regional
representative for Midwest team and was promoted to a vice president in 2000.
Prior to joining Inland, Mr. Rudolph served in the United States Marine Corp.
and worked for another broker-dealer. He is a graduate of Elmhurst College with
a degree in business administration. Mr. Rudolph holds Series 7 and 63 licenses
with the National Association of Securities Dealers, Inc.

     ROBERT J. BABCOCK joined Inland Securities Corporation as a vice president
in March 2004. Prior to joining Inland, Mr. Babcock was an external wholesaler
with AEI Fund Management, Inc. and was responsible for wholesaling public and
private net lease real estate investments and 1031 property exchanges to
financial planners. Mr. Babcock began his career as a financial advisor with
American Express Financial Advisors in 1999. He received his bachelor's degree
from Gustavus Adolphus College. Mr. Babcock holds Series 7 and 63 licenses with
the National Association of Securities Dealers, Inc.

     FRANK V. PINELLI joined Inland Securities Corporation in 2004 as a vice
president. He was previously employed with The Inland Group from 1973-1983 where
he worked in property management, real estate sales, and real estate
acquisitions. Prior to rejoining the Inland staff, from 1984-2003 Mr. Pinelli
was a principal in his own real estate firm and developed an international
marketing organization. Mr. Pinelli is a graduate of Southern Illinois
University. He holds Series 7 and 63 licenses with the National Association of
Securities Dealers, Inc and also is licensed as a real estate broker in Illinois
and Oregon.

     MATTHEW PODOLSKY joined Inland Securities Corporation as a vice president
in April 2003. Mr. Podolsky started his career in real estate in 1994 on the
commercial sales and leasing side with Cushman and Wakefield of California, Inc.
Prior to joining Inland Securities Corporation he was a vice president at CB
Richard Ellis, Inc. Mr. Podolsky graduated from the University of Arizona with a
B.S. in Regional Development/Urban Planning. He holds Series 7 and 63 licenses
with the National Association of Securities Dealers, Inc. and a real estate
license in the state of California.

     DARRELL RAU joined Inland Securities Corporation in 2004 as a vice
president of the midwest region where he develops sales and new broker/dealer
relationships. Prior to joining Inland in 2004, Mr. Rau was vice president of
developing markets at CTE Pension Advisors. Mr. Rau graduated magna cum laude
from Northwood University in Midland, Michigan with a degree in Business
Administration. He holds Series 6,7,62 and 63 licenses with the National
Association of Securities Dealers, Inc.

     JEFFREY S. HERTZ joined Inland Securities Corporation as a vice president
in September 2004. Mr. Hertz started his career in the securities industry in
2000 with Nuveen Investments as a trader, working with unit investment trusts
and exchange traded funds. Prior to joining Inland Securities Corporation, he
was an advisor services representative for Nuveen. Mr. Hertz graduated from the
University of Oregon with a B.A. in psychology. He holds Series 7, 63 and 65
licenses with the National Association of Securities Dealers, Inc.

     CARL PIKUS joined Inland Securities Corporation as a vice president in
September 2004. His responsibilities include development of new broker/dealer
relationships for Inland in the Midwest. Prior

                                       90


to joining Inland, Mr. Pikus was a Midwest sales manager for Ultimus, a software
company, managing existing clients and establishing new accounts. He has worked
in the same capacity for other IT companies. Mr. Pikus is a University of
Wisconsin graduate.

     NATHAN RACHELS joined Inland Securities Corporation as vice president in
September 2004. Prior to joining Inland Mr. Rachels was assistant vice president
at Wells Real Estate Funds, where he was responsible for marketing real estate
investments in the southeast region of the United States. Mr. Rachels began his
career in financial services in 1997 on the retail side of the business, with a
successful planning firm and then was an account manager at Deutsche Bank.

     He graduated from the University of Alabama with double majors in Public
Relations and Business. Mr. Rachels holds Series 7 and 63 licenses with National
Association of Securities Dealers.

     MICHELE SORCE joined Inland Securities as assistant vice president and
controller in November 2003. Michele started her career with Inland almost 19
years ago. She served as controller for Inland Commercial, Residential and Real
Estate Auction companies. She received a B.S. Degree in Accounting from Elmhurst
College. She is registered with the National Association of Securities Dealers,
Inc. as a financial operations principal and also holds an Illinois Real Estate
Broker's license.

                                       91


                 LIMITATION OF LIABILITY AND INDEMNIFICATION OF
              DIRECTORS, OFFICERS AND OUR BUSINESS MANAGER/ADVISOR

     The laws that we are subject to and our articles of incorporation provide
that our business manager/advisor and directors are deemed to be in a fiduciary
relationship to us and our stockholders and that our directors have a fiduciary
duty to the stockholders to supervise our relationship with the business
manager/advisor.

     Maryland law provides that a director has no liability in the capacity as a
director if he performs his duties in good faith, in a manner he reasonably
believes to be in our best interests, and with the care that an ordinarily
prudent person in a like position would use under similar circumstances.
Maryland law also provides that an act by a director of a Maryland corporation
is presumed to satisfy the standards of the preceding sentence. Our articles of
incorporation and bylaws provide that the liability of our directors and
officers is limited to the fullest extent permitted by Maryland law and that
none of our directors and officers will be liable to us or to any of our
stockholders for money damages, including for breach of their fiduciary duty to
us. As a result, our directors and officers will not be liable for monetary
damages unless:

     -    the person actually received an improper benefit or profit in money,
          property or services; and

     -    the person is adjudged to be liable based on a finding that the
          person's action, or failure to act, was the result of active and
          deliberate dishonesty and was material to the cause of action
          adjudicated in the proceeding.

     Maryland law provides that a corporation may indemnify any director,
officer, employee or agent, unless it is established that:

     -    the act or omission of the person was material to the matter giving
          rise to the proceeding, and

               -    was committed in bad faith, or

               -    was the result of active and deliberate dishonesty;

     -    the person actually received an improper personal benefit in money,
          property or services; or

     -    in the case of any criminal proceeding, the person had reasonable
          cause to believe the act or omission was unlawful.

     Except as described below, our articles of incorporation authorize and
direct us to indemnify and pay or reimburse reasonable expenses to any director,
officer, employee or agent we employ, and the business manager/advisor and its
affiliates, to the fullest extent permitted by Maryland law. As long as we
qualify as a REIT we will not indemnify or reimburse the expenses of any
director, officer, employee, agent or the business manager/advisor or its
affiliates unless:

     -    the directors have determined, in good faith, that the course of
          conduct which caused the loss or liability was in our best interests;

     -    the person seeking indemnification was acting on our behalf or
          performing services for us;

     -    the liability or loss was not the result of negligence or misconduct
          on the part of the person seeking indemnification, except that if the
          person seeking indemnification is or was an

                                       92


          independent director, the liability or loss will not have been the
          result of gross negligence or willful misconduct; and

     -    such indemnification or agreement to be held harmless is recoverable
          only out of our net assets and not from the assets of the
          stockholders.

     As long as we qualify as a REIT, we will not indemnify any director,
officer, employee, agent or the business manager/advisor or its affiliates for
losses, liabilities or expenses arising from or out of an alleged violation of
federal or state securities laws unless one or more of the following conditions
are met:

     -    there has been a successful adjudication on the merits of each count
          involving alleged securities law violations;

     -    the claims have been dismissed with prejudice on the merits by a court
          of competent jurisdiction; or

     -    a court of competent jurisdiction approves a settlement of the claims
          and finds that indemnification of the settlement and related costs
          should be made, and the court considering the request has been advised
          of the position of the Securities and Exchange Commission and the
          published position of any state securities regulatory authority in
          which our securities were offered and sold as to indemnification for
          securities law violations.

     We will advance amounts to a person entitled to indemnification for legal
and other expenses and costs incurred as a result of any legal action for which
indemnification is being sought only in accordance with Maryland law and, as
long as we qualify as a REIT, only if all of the following conditions are
satisfied:

     -    the legal action relates to acts or omissions relating to the
          performance of duties or services by the person seeking
          indemnification for us or on our behalf;

     -    the legal action is initiated by a third party who is not a
          stockholder or the legal action is initiated by a stockholder acting
          in his or her capacity as such and a court of competent jurisdiction
          specifically approves advancement; and

     -    the person seeking indemnification undertakes in writing to repay us
          the advanced funds, together with interest at the applicable legal
          rate of interest, if the person seeking indemnification is found not
          to be entitled to indemnification.

     We may purchase and maintain insurance or provide similar protection on
behalf of any director, officer, employee, agent or the business manager/advisor
or its affiliates against any liability asserted which was incurred in any such
capacity with us or arising out of such status; provided, however, that we will
not incur the costs of any liability insurance which insures any person against
liability for which he, she or it could not be indemnified under our articles of
incorporation or bylaws. We may enter into any contract for indemnity and
advancement of expenses with any director, officer, employee or agent as may be
determined by the board and as permitted by law. We have not purchased insurance
on behalf of any person but we intend to do so in the future.

     We have entered into separate indemnification agreements with each of our
directors and some of our executive officers. The indemnification agreements
will require that we indemnify our directors and officers to the fullest extent
permitted by law, and advance to the directors and officers all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The agreements provide that we also must
indemnify and advance all expenses incurred by directors and

                                       93


officers seeking to enforce their rights under the indemnification agreements
and cover directors and officers under our directors' and officers' liability
insurance, if any. Although the indemnification agreements offer substantially
the same scope of coverage afforded by provisions in our articles of
incorporation and the bylaws, they provide greater assurance to directors and
officers that indemnification will be available, because as a contract, it
cannot be unilaterally modified by the board or by the stockholders to eliminate
the rights it provides.

     We have been advised that, in the opinion of the Securities and Exchange
Commission, any indemnification that applies to liabilities arising under the
Securities Act is contrary to public policy and, therefore, unenforceable.

                                       94


                             PRINCIPAL STOCKHOLDERS

     The following table provides information as of December 7, 2004 regarding
the number and percentage of shares beneficially owned by each director, each
executive officer, all directors and executive officers as a group and any
person known to us to be the beneficial owner of more than 5% of our outstanding
shares. As of December 7, 2004, no stockholder beneficially owned more than 5%
of our outstanding shares. As of December 7, 2004, we had approximately 56,000
stockholders of record and approximately 199,433,713 shares of common stock
outstanding. Beneficial ownership includes outstanding shares and shares which
are not outstanding that any person has the right to acquire within 60 days
after the date of this table. However, any such shares which are not outstanding
are not deemed to be outstanding for the purpose of computing the percentage of
outstanding shares beneficially owned by any other person. Except as indicated,
the persons named in the table have sole voting and investing power with respect
to all shares beneficially owned by them.



                                                               NUMBER OF SHARES
                  BENEFICIAL OWNER                            BENEFICIALLY OWNED               PERCENT OF CLASS
                  ----------------                            ------------------               ----------------
                                                                                                
Robert D. Parks                                                    98,100.9094   (1)                  *
Roberta S. Matlin                                                     176.8117                        *
Scott W. Wilton                                                              0                        0
Steven P. Grimes                                                             0                        0
Lori A. Foust                                                                0                        0
Brenda G. Gujral                                                             0                        0
Frank A. Catalano, Jr.                                                   2,000   (2)                  *
Kenneth H. Beard                                                         2,000   (2)                  *
Paul R. Gauvreau                                                  113,731.8436   (2)                  *
Gerald M. Gorski                                                    4,002.0800   (2)                  *
Barbara A. Murphy                                                        2,000   (2)                  *

All directors  and executive  officers as a
group (12 persons)                                                222,011.6447   (1)                  *


----------
   *Less than 1%

(1)  Includes 20,000 shares owned by our business manager/advisor. Our business
     manager/advisor is a wholly-owned subsidiary of our sponsor, which is an
     affiliate of The Inland Group. Mr. Parks is a control person of The Inland
     Group and disclaims beneficial ownership of these shares owned by our
     business manager/advisor.

(2)  Includes 2,000 shares issuable upon exercise of options granted to each
     independent director under our independent director stock option plan, to
     the extent that such options are currently exercisable or will become
     exercisable within 60 days after the date of this table.

                                       95


                           OUR STRUCTURE AND FORMATION

     We were formed in March 2003 as a Maryland corporation. Our articles of
incorporation and bylaws became operative on March 5, 2003. Our existence is
perpetual.

STRUCTURE

     We intend to own all of our assets, either directly or indirectly. Our
business manager/advisor contributed $200,000 to us for 20,000 shares of our
common stock to form us. Our business manager/advisor has agreed to not sell
their initial investment while the business manager/advisor remains our sponsor,
but may transfer these shares to its own affiliates. A REIT may conduct some of
its business and hold some of its interests in properties in "qualified REIT
subsidiaries," which must be owned 100% by the REIT or through "taxable REIT
subsidiaries" which may be wholly or partially owned. Although we currently do
not intend to have any qualified REIT subsidiaries, we may in the future decide
to conduct some business or hold some of our interests in properties in
qualified REIT subsidiaries.

     See "How We Operate - Organizational Chart" for a diagram depicting the
services rendered by our affiliates to us, as well as our organizational
structure.

     Prior to this offering, if all of the 250,000,000 shares from our first
offering are sold, the business manager/advisor's 20,000 shares represent .008%
of the outstanding shares. If all of the 250,000,000 shares from our first
offering are sold for gross offering proceeds of $2,500,000,000 and if all of
the 250,000,000 of the shares offered by this prospectus are sold for gross
offering proceeds of $2,500,000,000 as set forth on the cover page of this
prospectus, assuming no other shares are issued or sold, the business
manager/advisor's 20,000 shares will then represent only .004% of the
outstanding shares.

     We have formed entities to acquire each of the properties currently owned
by us. We may form entities to acquire additional properties. They will be owned
or controlled directly or indirectly by us. In the case of the properties
currently owned by us, the entities that own our properties are all directly or
indirectly owned by us.

     Robert D. Parks, Brenda G. Gujral, Roberta S. Matlin, Daniel L. Goodwin,
Steven P. Grimes and Lori J. Foust are considered our promoters. Mr. Parks is
our chairman and a director. Ms. Gujral is a director. Ms. Matlin is our vice
president. Mr. Grimes is our Principal Financial Officer and Ms. Foust is our
Principal Accounting Officer. None of our promoters are employed by us. Other
than Mr. Parks and Ms. Gujral, Ms. Matlin, Mr. Grimes and Ms. Foust, none of our
promoters are officers or directors of us.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       96


                             SELECTED FINANCIAL DATA

     The following table sets forth selected financial information about us, and
should be read in conjunction with the "Management's Discussion and Analysis of
Our Consolidated Financial Condition and Results of Operation" and the Financial
Statements and related notes included elsewhere in this prospectus.

     The following net income (loss) and distributions per share basic and
diluted are based upon the weighted average number of common shares outstanding
for the period. For the period from March 5, 2003 (inception) to December 31,
2003 the distributions per common share are based upon the weighted average
number of common shares outstanding for the period from October 2, 2003 (first
day shares were sold to the public) to December 31, 2003. For the period from
March 5, 2003 (inception) to December 31, 2003, $357,790 (or 100% of the
distributions paid for 2003) represented a return of capital due to the tax loss
in 2003.



                                                                            PERIOD FROM          PERIOD FROM
                                                                           MARCH 5, 2003        MARCH 5, 2003
                                                     FOR THE NINE           (INCEPTION)          (INCEPTION)
                                                     MONTHS ENDED             THROUGH              THROUGH
                                                      30-SEPT-04            30-SEPT-03            31-DEC-03
                                                ---------------------     ---------------     -----------------
                                                                                        
Total assets................................     $    2,672,152,034           1,584,105          212,102,163

Mortgages payable...........................     $    1,141,248,461                   0           29,627,000

Total income................................     $       69,766,533                   0              782,281

Net income (loss)...........................     $        4,413,798             (42,544)            (173,279)
Net income (loss) per common share,
  basic and diluted.........................     $             0.06               (2.13)               (0.07)

Distributions declared......................     $       35,132,000                   0            1,285,329
Distributions per weighted average
  common share .............................     $             0.50                   0                  .15

Funds from operations ......................     $       29,217,346                   0               18,991
Cash flows provided by operating
  activities................................     $       39,961,000             (74,021)             723,501

Cash flows used in investing activities.....     $   (2,015,984,000)                  0         (133,424,163)
Cash flows provided by financing
  activities................................     $    2,192,056,000             274,021          197,081,796
Weighted average number of common
  shares outstanding, basic and diluted.....             70,052,000              20,000            2,520,986


     The distributions per common share are based upon the weighted average
number of common shares outstanding for the period from October 2, 2003 (first
day shares were sold to the public) to December 31, 2003.

     One of our objectives is to provide cash distributions to our stockholders
from cash generated by our operations. Cash generated from operations is not
equivalent to our net income from continuing

                                       97


operations as determined under Generally Accepted Accounting Principles in the
United States of America or GAAP. Due to certain unique operating
characteristics of real estate companies, the National Association of Real
Estate Investment Trusts or NAREIT, an industry trade group, has promulgated a
standard known as "Funds from Operations" or "FFO" for short, which it believes
more accurately reflects the operating performance of a REIT such as us. As
defined by NAREIT, FFO means net income computed in accordance with GAAP,
excluding gains (or losses) from sales of property, plus depreciation on real
property and amortization, and after adjustments for unconsolidated partnerships
and joint ventures in which the REIT holds an interest. We have adopted the
NAREIT definition for computing FFO because management believes that, subject to
the following limitations, FFO provides a basis for comparing our performance
and operations to those of other REITs. The calculation of FFO may vary from
entity to entity since capitalization and expense policies tend to vary from
entity to entity. Items which are capitalized do not impact FFO, whereas items
that are expensed reduce FFO. Consequently, our presentation of FFO may not be
comparable to other similarly-titled measures presented by other REITs. FFO is
not intended to be an alternative to "Net Income" as an indicator of our
performance nor to "Cash Flows from Operating Activities" as determined by GAAP
as a measure of our capacity to pay distributions. We believe that FFO is a
better measure of our operating performance because FFO excludes non-cash items
from GAAP net income. This allows us to compare our relative property
performance to determine our return on capital. Management uses the calculation
of FFO for several reasons. We use FFO to compare our performance to that of
other REITs in our peer group. Additionally, we use FFO in conjunction with our
acquisition policy to determine investment capitalization strategy. FFO is
calculated as follows:



                                                                                            PERIOD FROM MARCH 5,
                                                      FOR THE NINE MONTHS                2003 (INCEPTION) THROUGH
                                                     ENDED 30-SEPTEMBER-04                      31-DEC-03
                                                 -------------------------------      ------------------------------
                                                                                    
Net income (loss)                                    $           4,413,798                $            (173,279)
Depreciation and amortization
  related to investment properties                              24,803,548                              192,270
                                                 -------------------------------      ------------------------------
Funds from operations (1)                            $          29,217,346                $              18,991
                                                 ===============================      ==============================


(1)  FFO does not represent cash generated from operating activities calculated
     in accordance with GAAP and is not necessarily indicative of cash available
     to fund cash needs. FFO should not be considered as an alternative to net
     income as an indicator of our operating performance or as an alternative to
     cash flow as a measure of liquidity.

                                       98


                       INVESTMENT OBJECTIVES AND POLICIES

GENERAL

     Our investment objectives are to:

     -    make regular distributions to the stockholders, which may be in
          amounts which may exceed our taxable income due to the non-cash nature
          of depreciation expense and, to such extent, will constitute a
          tax-deferred return of capital, but in no event less than 90% of our
          taxable income;

     -    provide a hedge against inflation by entering into leases which
          contain clauses for scheduled rent escalations or participation in the
          growth of tenant sales, permitting us to increase distributions and
          realize capital appreciation; and

     -    preserve stockholders' capital.

It is our policy to acquire properties primarily for income as distinguished
from primarily for possible capital gain.

DISTRIBUTIONS

     Federal income tax law requires that a REIT distribute annually at least
90% of its REIT Taxable Income. See "Federal Income Tax Considerations --
Federal Income Taxation as a REIT." In order to qualify for REIT status we may
be required to make distributions in excess of cash available. For a discussion
of the tax treatment of distributions to you, see "Federal Income Tax
Considerations."

     We anticipate that distributions will be paid to our domestic stockholders
on a monthly basis and to our foreign stockholders on a quarterly basis.
Distributions will be at the discretion of the board. Our ability to pay
distributions and the size of these distributions will depend upon a variety of
factors. We cannot assure that distributions will continue to be made or that
any particular level of distributions established in the future, if any, will be
maintained by us.

     At the March 19, 2004 regularly scheduled board meeting, the board
unanimously approved a resolution to delegate to our management committee, which
includes our chief executive officer, principal financial officer, principal
accounting officer and secretary, the authority to make monthly distributions to
stockholders on our common stock in an amount between 6.0% and 7.25% on an
annualized basis, for the remainder of the 2004 calendar year.

     Our board approved the following distributions payable to holders of our
common stock:

     -    $.30 per share per annum for the stockholders of record on October 31,
          2003, payable on November 10, 2003;

     -    $.50 per share per annum for the stockholders of record on November
          30, 2003, payable on December 10, 2003;

     -    $.70 per share per annum for the stockholders of record on December
          31, 2003, payable on January 10, 2004;

     -    $.70 per share per annum for the stockholders of record on January 31,
          2004, payable on February 10, 2004;

                                       99


     -    $.70 per share per annum for the stockholders of record on February
          29, 2004, payable on March 10, 2004;

     -    $.70 per share per annum for the stockholders of record on March 31,
          2004, payable on April 10, 2004;

     -    $.67 per share per annum for the stockholders of record on April 30,
          2004, payable on May 10, 2004;

     -    $.675 per share per annum for the stockholders of record on May 31,
          2004, payable on June 10, 2004;

     -    $.65 per share per annum for the stockholders of record on June 30,
          2004, payable on July 10, 2004;

     -    $.65 per share per annum for the stockholders of record on July 31,
          2004, payable on August 10, 2004;

     -    $.65 per share per annum for the stockholders of record on August 31,
          2004, payable on September 10, 2004;

     -    $.65 per share per annum for the stockholders of record on September
          30, 2004, payable on October 10, 2004;

     -    $.65 per share per annum for the stockholders of record on October 31,
          2004, payable on November 10, 2004; and

     -    $.65 per share per annum for the stockholders of record on November
          30, 2004, payable on December 10, 2004.

TYPES OF INVESTMENTS

     We were formed to acquire and manage a portfolio of real estate which is
diversified by geographical location and by type and size of retail centers. Our
properties will consist of real estate primarily improved for use as retail
establishments, principally multi-tenant shopping centers. We believe that our
real estate will be located primarily in the states west of the Mississippi
River in the United States. We will endeavor to acquire multiple properties
within the same major metropolitan markets where acquisitions result in
efficient property operations with the potential to achieve market leverage. See
"Real Property Investments -- General."

     Most of these properties will be subject to "net" leases. "Net" leases
typically require tenants to pay a share, either pro rata or fixed, of all or a
majority of the operating expenses. Operating expenses include real estate
taxes, special assessments, utilities, insurance, common area maintenance and
building repairs related to the property, as well as base rent payments.

     We may also acquire real estate improved with other commercial facilities
which provide goods and services as well as those leased on a double or
triple-net-lease basis which are either commercial or retail. Triple-net-leases
also require the tenant to pay a base minimum annual rent with periodic
increases. We may enter into sale and leaseback transactions in which we will
purchase a property and lease the property to the seller of the property.

                                       100


     To provide us with a competitive advantage over potential purchasers of
properties who must secure financing, we intend to acquire properties free and
clear of permanent mortgage debt. We will do this by paying the entire purchase
price of property in cash, shares, interest in entities that own our properties
or a combination of any of these. We may incur debt of a property to acquire
properties where our board determines that incurring such debt is in our best
interest. In addition, from time to time, we intend to acquire some properties
without financing and later incur mortgage debt secured by selected or all such
properties if favorable financing terms are available. We will use the proceeds
from such loans to acquire additional properties. See "Borrowing" under this
section for a more detailed explanation of our borrowing intentions and
limitations.

     We may purchase properties subject to completion of construction in
accordance with terms and conditions we specify. In these cases, we will be
obligated to purchase the property at the completion of construction, if
construction conforms to definitive plans, specifications and costs approved by
us and embodied in the construction contract, as well as, in most instances,
satisfaction that agreed upon percentages of the property are leased. We will
receive a certificate of an architect, engineer or other appropriate party,
stating that the property complies with all plans and specifications. We may
construct or develop properties, and render services in connection with the
development or construction, subject to compliance with applicable requirements
under federal income tax laws. Construction and development activities will
expose us to risks such as cost overruns, carrying costs of projects under
construction and development, availability and costs of materials and labor, our
inability to obtain tenants, weather conditions, and government regulation.

     See "- Investment Limitations" under this section and "Summary of Our
Organizational Documents -- Restrictions on Investments" for investment
limitations.

PROPERTY ACQUISITION STANDARDS

     We have signed a property acquisition service agreement with Inland Real
Estate Acquisitions, Inc. Under that agreement, Inland Real Estate Acquisitions
has agreed to seek properties for us and to perform due diligence on the
properties and negotiate the terms of the purchase. Through its experience with
the acquisition of over 1,000 real properties by our affiliates, the business
manager/advisor believes Inland Real Estate Acquisitions has the ability to
identify quality real properties capable of meeting our investment objectives.
When evaluating property, Inland Real Estate Acquisitions will consider a number
of factors, including a real property's:

     -    geographic location and type;

     -    construction quality and condition;

     -    current and projected cash flow;

     -    potential for capital appreciation;

     -    lease rent roll, including the potential for rent increases;

     -    potential for economic growth in the tax and regulatory environment of
          the community in which the property is located;

     -    potential for expanding the physical layout of the property and/or the
          number of sites;

     -    occupancy and demand by tenants for properties of a similar type in
          the same geographic vicinity;

                                       101


     -    prospects for liquidity through sale, financing or refinancing of the
          property;

     -    competition from existing properties and the potential for the
          construction of new properties in the area; and

     -    treatment under applicable federal, state and local tax and other laws
          and regulations.

     Inland Real Estate Acquisitions also requires the seller of a property to
provide a current Phase I environmental report and, if necessary, a Phase II
environmental report.

     Before purchasing a property, Inland Real Estate Acquisitions examines and
evaluates the potential value of the site, the financial condition and business
history of the property, the demographics of the area in which the property is
located or to be located, the proposed purchase price, geographic and market
diversification and potential sales. In a sale-leaseback situation, since the
seller of the property generally is assuming the operating risk, the price paid
for the property by us may be greater than if it was not leased back to the
seller. All acquisitions from our affiliates must be approved by a majority of
our directors, including a majority of the independent directors.

DESCRIPTION OF LEASES

     When spaces become vacant or existing leases expire, we anticipate entering
into "net" leases. Net leases require tenants to pay a share, either pro rata or
fixed, of all or a majority of the operating expenses, including real estate
taxes, special assessments, insurance, utilities, common area maintenance and
building repairs related to the properties, as well as base rent payments. We
intend to include provisions which increase the amount of base rent payable at
various points during the lease term and/or provide for the payment of
additional rent calculated as a percentage of a tenant's gross sales above
predetermined thresholds in most leases. The leases with most anchor tenants
generally have initial terms of 10 to 25 years, with one or more renewal options
available to the tenant. By contrast, smaller tenant leases typically have
three- to five-year terms.

     Triple net leases generally have a term of 15 to 25 years and are typically
not less than 10 years. In addition, the tenant of a triple-net-lease is
responsible for the base rent in addition to the costs and expenses related to
property taxes, insurance, repairs and maintenance applicable to the leased
space.

     Each net lease tenant is required to pay its share of the cost of the
liability insurance covering the property in which it is a tenant. The
third-party liability coverage insures, among others, us, our business
manager/advisor and our property manager. Typically, each tenant is required to
obtain, at its own expense, property insurance naming us as the insured party
for fire and other casualty losses in an amount equal to the full value of its
premises and the contents of the premises. All property insurance must be
approved by the property manager. In general, the net lease may be assigned or
subleased with our prior written consent, but the original tenant must remain
liable under the lease unless the assignee meets income and net worth tests.

     In connection with sale and leaseback transactions, the tenant is
responsible for paying a predetermined minimum annual rent generally based upon
our cost of purchasing the land and building. In addition to the base rent,
these tenants are generally responsible for the costs and expenses related to
property taxes, insurance, repairs and maintenance applicable to the leased
space.

PROPERTY ACQUISITION

     We anticipate acquiring fee interests or leasehold interests in properties,
although other methods of acquiring a property may be used if we deem it to be
advantageous. For example, we may acquire

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properties through a joint venture or the acquisition of substantially all of
the interests of an entity which in turn owns the real property. We may also use
separate entities to acquire a property. Such entities will be formed solely for
the purpose of acquiring a property or properties. See " -- Joint Ventures" in
this section and "Federal Income Tax Considerations -- Federal Income Taxation
as a REIT."

     Our business manager/advisor and its affiliates may purchase properties in
their own name, assume loans in connection with the purchase or loan and
temporarily hold title to the properties for the purpose of facilitating
acquisition or financing by us, the completion of construction of the property
or any other purpose related to our business.

     Under our articles of incorporation, we are prohibited from purchasing a
property from an affiliate unless a majority of the directors not interested in
the transaction and a majority of our independent directors approve the purchase
as fair and reasonable to us and at a cost to us no greater than the cost of the
asset to our affiliate. However, the cost to us may be greater than the cost to
our affiliate if a substantial justification for the excess exists and such
excess is reasonable. Our policy currently provides that in no event may our
cost of the asset exceed its appraised value at the time we acquire the
property.

     If remodeling is required prior to the purchase of a property, we will pay
a negotiated maximum amount either upon completion or in installments commencing
prior to completion. The price will be based on the estimated cost of
remodeling. In such instances, we will also have the right to review the
tenant's books during and following completion of the remodeling to verify
actual costs. If substantial disparity exists between estimated and actual
costs, an adjustment in the purchase price may be negotiated. If remodeling is
required after the purchase of a property, an affiliate of our business
manager/advisor may serve as construction manager for a fee no greater than 90%
of the fee a third party would charge for such services.

BORROWING

     We intend to acquire properties free and clear of permanent mortgage
indebtedness by paying the entire purchase price in cash or for shares, interest
in our subsidiaries that own our properties, or a combination of any of these.
However, we may incur indebtedness to acquire properties where our board
determines that it is in our best interest. On properties purchased without
financing, we may later incur mortgage debt by obtaining loans secured by
selected properties, if favorable financing terms are available. We will use the
proceeds from such loans to acquire additional properties. We may also incur
debt to finance improvements to our properties. Aggregate borrowings secured by
all of our properties will not exceed 55% of their combined fair market value.
Our articles of incorporation provide that the aggregate amount of borrowing in
relation to the net assets, in the absence of a satisfactory showing that a
higher level is appropriate, not exceed 300% of net assets. Net assets means our
total assets, other than intangibles at cost before deducting depreciation or
other non-cash reserves less our total liabilities, calculated at least
quarterly on a basis consistently applied. Any excess in borrowing over such
300% of net assets level must be approved by a majority of our independent
directors, disclosed to our stockholders in our next quarterly report to
stockholders, along with justification for such excess.

     We may incur debt secured by our properties, but most likely on a
non-recourse basis, some of which may be subject to certain carve outs. This
means that a lender's rights on default will generally be limited to foreclosing
on the property. We may secure recourse financing or provide a guarantee to
lenders if we believe this may result in more favorable terms. When we give a
guaranty for a property, we will be responsible to the lender for the
satisfaction of the indebtedness if it is not paid by the property. We do not
borrow funds from a program sponsored by our business manager/advisor or its
affiliates which makes or invests in mortgage loans. We seek to obtain financing
which will result in the

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most favorable overall economic benefit while balancing various risk factors
associated with the debt. At certain times the majority of debt may require
level payments and at others the majority may be based on variable rates. We
have determined that it may be in our best interest to make use of mortgages the
majority of which provide for a balloon payment. There are no prescribed limits
on the number or amount of mortgages which may be placed on any one property.
Any mortgages secured by a property will comply with the restrictions set forth
by the Commissioner of Corporations of the State of California.

     Our board adopted a policy to delegate to management the ability to obtain
an unsecured line of credit facility with Key Bank for up to $100,000,000. The
commitment letter was signed on November 17, 2004, and will have optional
unsecured borrowing capacity of $150,000,000, for a total unsecured borrowing
capacity of $250,000,000. The facility will have an initial term of one year
with two one year extension options, and will replace the current line of credit
on or about December 1, 2004, subject to final documentation. The line of credit
has not yet been executed.

     Our board unanimously approved that consistent with our borrowing policies,
we may commit up to the aggregate of $25 million for letters of credit in order
to obtain financing for properties.

     Our board adopted a policy to delegate to management the ability to obtain
unsecured general financing facilities up to $150,000,000 requiring a deposit
not to exceed 3% of the facility amount without prior approval by the board of
directors. These facilities would then be matched with specific properties,
which would secure the amounts due under the general facilities.

SALE OR DISPOSITION OF PROPERTIES

     Our board will determine whether a particular property should be sold or
otherwise disposed of after considering the relevant factors, including
performance or projected performance of the property and market conditions, with
a view toward achieving our principal investment objectives.

     We intend to hold our properties for a minimum of four years prior to
selling them. See "Federal Income Tax Considerations -- Federal Income Taxation
as a REIT." We also intend to reinvest the proceeds from the sale, financing,
refinancing or other disposition of our properties into additional properties.
Alternatively, we may use these proceeds to fund maintenance or repair of
existing properties or to increase reserves for such purposes. The objective of
reinvesting the sale, financing and refinancing proceeds in new properties is to
increase our real estate assets, and our net income, which our board believes
will enhance our chances of having our shares traded in a public trading market.
Notwithstanding this policy, the board, in its discretion, may distribute all or
part of the proceeds from the sale, financing, refinancing or other disposition
of all or any of our properties to our stockholders. In determining whether to
distribute these proceeds to stockholders, the board will consider, among other
factors, the desirability of properties available for purchase, real estate
market conditions, the likelihood of the listing of our shares on a national
stock exchange or including the shares for quotation on a national market system
and compliance with the applicable requirements under federal income tax law
under federal income tax laws. Because we may reinvest the proceeds from the
sale, financing or refinancing of our properties, we could hold stockholders'
capital indefinitely. However, upon the affirmative vote of a majority of the
shares of common stock, we will be forced to liquidate our assets and dissolve.

     When we sell a property, we intend to obtain an all-cash sale price.
However, we may take a purchase money obligation secured by a mortgage on the
property as partial payment, and there are no limitations or restrictions on our
ability to take such purchase money obligations. The terms of payment to us will
be affected by custom in the area in which the property being sold is located
and the then prevailing economic conditions. If we receive notes and other
property instead of cash from sales, these proceeds, other than any interest
payable on these proceeds, will not be available for distributions until and to
the extent the notes or other property are actually paid, sold, refinanced or
otherwise disposed.

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Therefore, the distribution of the proceeds of a sale to the stockholders may be
delayed until that time. In these cases, we will receive payments in cash and
other property in the year of sale in an amount less than the selling price and
subsequent payments will be spread over a number of years. See "Federal Income
Tax Considerations."

CHANGE IN INVESTMENT OBJECTIVES AND POLICIES

     Our stockholders have no voting rights to implement our investment
objectives and policies. Our board has the responsibility for our investment
objectives and policies. Our board may not, however, make any material changes
regarding the restrictions on investment policies set forth in our articles of
incorporation without amending the articles of incorporation. Any amendment to
our articles of incorporation requires the affirmative vote of a majority of our
then outstanding voting shares of common stock. See "Summary of Our
Organizational Documents -- Restrictions on Investments."

INVESTMENT LIMITATIONS

     We will not:

     -    invest more than 10% of our total assets in unimproved real property
          (and will only invest in unimproved real property intended to be
          developed) or in mortgage loans on unimproved real property;

     -    invest in commodities or commodity future contracts;

     -    issue redeemable shares of common stock;

     -    issue shares on a deferred payment basis or other similar arrangement;
          and

     -    operate in such a manner as to be classified as an "investment
          company" for purposes of the Investment Company Act. See "Summary of
          Our Organizational Documents -- Restrictions on Investments" for
          additional investment limitations.

     We do not intend to engage in hedging or similar activities for speculative
purposes.

     We have no current plans to invest any proceeds from this offering, or
other funds, in the securities of other issuers for the purpose of exercising
control over such other issuers.

OTHER INVESTMENTS

     Consistent with our investment limitations, we may from time to time invest
amounts of money in the securities of other companies that may or may not be
REITs or companies related to real estate to seek superior returns on these
investments. In addition, we may make loans to third parties from time to time
in connection with retail centers we intend to purchase or on a short-term basis
to real estate ventures.

     Our business manager/advisor has informed our board that it is increasingly
concerned about the potential that mortgage interest rates at which we can
borrow will increase during 2004. Management also believes that mortgage
interest rates we can borrow at will increase during 2005. Our board, including
all of our independent directors, unanimously approved a resolution for the
following:

     We may invest in interest rate futures, an interest rate hedging strategy
designed to offset the risks of potential interest rate increases on our
long-term borrowings. Should conditions warrant, this interest

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rate hedging strategy will be implemented over a period of time. We intend to
invest in up to $100 million in interest rate futures, both five and seven year
treasuries, with maturities of 90 days. Our initial cash outlay in this interest
rate hedging strategy is expected to be between 1 to 2% of the value of our
investment in the interest rate futures. Risks associated with this interest
rate hedging strategy are primarily associated with declines in interest rates.
As rates decline, we risk having to increase our initial cash outlay, and may
incur losses on our investments in interest rate futures.

     An affiliate of our business manager/advisor, Inland Investment Advisors,
Inc., the investment advisor, will be managing this interest rate hedging
strategy. Fees paid to the investment advisor are expected to be similar to
those incurred using a third party investment advisor.

     We may also retain the investment advisor to invest up to $10 million of
our cash in publicly traded investment securities. Fees paid to the investment
advisor are expected to be similar to those incurred using a third party
investment advisor.

     We may enter into an initial $50 million (which could increase to $100
million) twelve month credit facility with an affiliate of our business
manager/advisor, Inland Real Estate Exchange Corporation (IREX) for its 1031
exchange program. IREX will use the funds to purchase real estate investments
that meet the criterion consistent with our real estate investment policies.

APPRAISALS

     All real property acquisitions to be made by us will be supported by an
appraisal prepared by a competent, independent appraiser who is a member-in-good
standing of the Appraisal Institute prior to the purchase of the property. Our
policy currently provides that the purchase price of each property will not
exceed its appraised value at the time of our acquisition of the property.
Appraisals are, however, estimates of value and should not be relied on as
measures of true worth or realizable value. We will maintain the appraisal in
our records for at least five years, and copies of each appraisal will be
available for review by stockholders upon their request.

RETURN OF UNINVESTED PROCEEDS

     Any of the proceeds of this offering allocable to investments in real
property which have not been invested in real property or committed for
investment within the later of 24 months from the original effective date of
this prospectus or 12 months from the termination of the offering, will be
distributed to the stockholders. All funds we receive out of the escrow account
will be available for our general use from the time we receive them until
expiration of the period discussed in the prior sentence. We may use these funds
to:

     -    fund expenses incurred to operate the properties which have been
          acquired,

     -    reimburse the business manager/advisor for our expenses, to the extent
          allowable under the advisory agreement,

     -    pay the business manager/advisor its compensation under the advisory
          agreement; and

     -    pay the property manager its property management fee under the
          management agreement

     See "Estimated Use of Proceeds" and "Plan of Distribution -- Escrow
Conditions." We will not segregate funds separate from our other funds pending
investment, and interest will be payable to the stockholders if uninvested funds
are returned to them.

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ADDITIONAL OFFERINGS AND EXCHANGE LISTING

     We anticipate that by September 15, 2008, our board will determine when,
and if, to apply to have our shares of common stock listed for trading on a
national stock exchange or included for quotation on a national market system,
if we meet the then applicable listing requirements; and/or whether to commence
subsequent offerings after completion of this offering. We believe that an
exchange listing or inclusion of our shares in a national market system may
allow us to increase our size, portfolio diversity, stockholder liquidity,
access to capital and stability, and decrease our operating costs through
economies of scale. However, we cannot assure that such listing or inclusion
will ever occur. If it is not feasible to list shares or include them in a
national market system by September 15, 2008, our board may decide to sell our
assets individually, list our shares at a future date; or liquidate us within
ten years of such date. The sale of all or substantially all of our assets as
well as our liquidation would also require the affirmative vote of a majority of
the then-outstanding voting shares of stock.

JOINT VENTURES

     We may invest in joint venture arrangements with other public real estate
programs formed by our business manager/advisor or any of its affiliates if a
majority of our directors not otherwise interested in the transaction and a
majority of our independent directors approve the transaction as being fair and
reasonable. In addition, the investment by each joint venture partner must be
substantially on the same terms and conditions as those received by other joint
venturers.

     We may also invest in general partnerships or joint venture arrangements
with our affiliates as co-owners of a property. The general partnership or joint
venture agreement for these investments will provide that we will be able to
increase our equity participation in such entity as we receive additional
proceeds of the offering. As a result, we will ultimately own a 100% equity
ownership of the property and the affiliated general or joint venture partner
will not be entitled to any profit or other benefit on the sale of its equity
participation to us. Once we own, directly or indirectly, 100% of the ownership
interests in the general partnership or joint venture entity, we will determine
whether the continued existence of that entity is necessary. For example, we may
determine to continue the existence of the entity to minimize expenses or to
meet lender requirements.

     In addition, we may enter into joint venture or partnership arrangements
with unaffiliated third parties. Therefore, we may enter into acquisitions with
sellers who are desirous of transactions in tax advantaged structures such as
arrangements typically referred to as "Down REITs." A Down REIT is an
organizational structure in which, in addition to owning indirect interests in
real estate properties through the ownership of an interest in a lower-tier
operating partnership (as in an UPREIT), a REIT also owns real estate properties
directly at the REIT level. In a Down REIT structure, because the REIT owns real
estate properties directly, the value of the REIT shares do not bear a direct
relationship with the value of an interest in the lower-tier Down REIT operating
partnership. You should consider the potential risk that our non-affiliated
joint venture partner may be unable to agree with us on a matter material to the
joint venture. See "Risk Factors -- Risks Related to the Offering."

     We are unable to estimate the proportion of our assets that may be invested
in joint venture interests.

CONSTRUCTION AND DEVELOPMENT ACTIVITIES

     From time to time, we may attempt to enhance investment opportunities by
undertaking construction and development activities and rendering services in
connection with them. Our business manager/advisor has advised us that, in its
view, we may be able to reduce overall purchase costs if we were to undertake
construction and development rather than merely being limited to purchasing
properties

                                       107


subject to completion of construction by a third party. The construction and
development activities would expose us to such risks as cost overruns, carrying
costs of projects under construction or development, availability and costs of
materials and labor, weather conditions, government regulation and our inability
to obtain tenants. We nevertheless have concluded that our investment prospects
would be enhanced by permitting us to engage in construction and development
activities so long as such activities did not cause us to lose our status as a
REIT. To comply with the applicable requirements under federal income tax law
under federal income tax law, and until the Internal Revenue Service changes its
pronouncements with regard to these requirements, we intend to limit our
construction and development activities to the performance of oversight and
review functions, including reviewing the construction and tenant improvement
design proposals, negotiating and contracting for feasibility studies and
supervising compliance with local, state or federal laws and regulations,
negotiating contracts, oversight of construction, accounts, and obtaining
financing. In addition to using independent contractors to provide services in
connection with the operation of our properties, we may also use "taxable REIT
subsidiaries" to carry out these functions. See "Federal Future Tax
Considerations - Federal Income Taxation as a REIT" for a discussion of a
"taxable REIT subsidiary." We will retain independent contractors to perform the
actual physical construction work on tenant improvements, the installation of
heating, ventilation and air conditioning systems. See "Real Property
Investments - General" for a detailed description of the types of properties we
may invest in.

OTHER POLICIES

     Before we purchase a particular property, we may obtain an option to
purchase the property. The amount paid for the option, if any, usually would be
surrendered if the property was not purchased and normally would be credited
against the purchase price if the property was purchased. See "Real Property
Investments - General" for a detailed description of the types of properties we
may invest in.

     We hold all funds, pending investment in properties, in assets which will
allow us to continue to qualify as a REIT. These investments are highly liquid
and provide for appropriate safety of principal and may include, but are not
limited to, investments such as bonds issued by the Government National Mortgage
Association, or GNMA, and real estate mortgage investment conduits also known as
REMICs. See "Federal Income Tax Considerations - Federal Income Taxation as a
REIT."

     We will not make distributions-in-kind, except for:

     -    distributions of readily marketable securities;

     -    distributions of beneficial interests in a liquidating trust
          established for our dissolution and the liquidation of our assets in
          accordance with the terms of our articles of incorporation; or

     -    distributions of in-kind property which meet all of the following
          conditions:

               -    our board of directors advises each stockholder of the risks
                    associated with direct ownership of the in-kind property;

               -    our board of directors offers each stockholder the election
                    of receiving in-kind property distributions; and

               -    the directors distribute in-kind property only to those
                    stockholders who accept our offer.

     Although our articles of incorporation and bylaws do not prohibit the
following, we have no current plans to:

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     -    underwrite the securities of other issuers;

     -    invest in real estate mortgages; or

     -    invest the proceeds of the offering, other than on a temporary basis,
          in non-real estate related investments.

We may change our current plans, without stockholder approval, if our board of
directors determines that it would be in the best interests of our stockholder
to engage in any such transaction.

     Although we are authorized to issue senior securities, we have no current
plans to do so. See "Description of Securities - Preferred Stock," "- Issuance
of Additional Securities and Debt Instruments" and "- Restrictions on Issuance
of Securities."

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                            REAL PROPERTY INVESTMENTS

INVESTING IN REITS

     A real estate investment trust or REIT is a company that owns and, in most
cases, operates income-producing properties. To qualify as a REIT, generally a
company must annually distribute at least 90% of its taxable income to
stockholders.

     According to the National Association of Real Estate Investment Trusts
(NAREIT), dividend growth for publicly traded REITs has consistently outpaced
inflation. Stock price appreciation for publicly-traded REITs has historically
tracked the rate of increase in the Consumer Price Index, according to NAREIT.
This information is based on REITs that are listed and traded on a national
exchange and would not be representative of an investment in a REIT that is not
publicly traded such as us, and there is no assurance that an investment in a
non-publicly traded REIT will produce comparable results.

     An analysis of historical data on publicly-traded REITs by Ibbotson
Associates, a leading financial research firm, concluded that REITs have a low
correlation with other stocks and bonds and represent a potentially powerful
diversification tool. Ibbotson noted, "The asset allocation decision is the most
important determinant of portfolio performance, outweighing the benefits of
market timing and security selection." In particular, Ibbotson found that REITs
may boost return and reduce risk when added to a diversified portfolio. Ibbotson
also found that REITs outperformed most other major market benchmarks over the
1972-2002 period with much less volatility. There can be no assurance that
future performance will mirror past performance and that these results would be
comparable to non-traded REITs, like us.

GENERAL

     Our business manager/advisor is experienced in acquiring and managing real
estate, particularly retail focused shopping centers. We intend to acquire and
manage a diversified (by geographical location and by type and size of retail
centers) portfolio of real estate primarily improved for use as retail
establishments, principally multi-tenant shopping centers. Our portfolio will
consist predominantly of grocery and discount store anchored retail, including
net lease retail. We may acquire certain mixed use properties that may include
lodging, office and/or multi-family residential if they are part of a retail
center. And, we may also acquire other types of retail shopping centers, such as
enclosed malls, outlet malls and power centers. We also anticipate acquiring
real estate improved with other commercial facilities which provide goods and
services as well as double or triple net leased properties, which are either
commercial or retail, including properties acquired in sale and leaseback
transactions. A triple-net leased property is one which is leased to a tenant
who is responsible for the base rent and all costs and expenses associated with
their occupancy, including property taxes, insurance, repairs and maintenance.

     The geographic focus of our portfolio continues to be western U.S. markets;
yet, at the present time, we believe that properties available for sale east of
the Mississippi River are offering more favorable investment returns. Our
objective continues to be to acquire quality properties primarily for income as
distinguished from primarily for capital gain. As a result, many of our recently
acquired properties that we currently have under contract for purchase are
located in eastern U.S. markets. However, over the long-term, we expect the
portfolio to consist of properties located primarily west of the Mississippi
River. Where feasible, we will endeavor to acquire multiple properties within
the same major metropolitan markets where the acquisitions result in efficient
property management operations with the potential to achieve market dominance.
As a result, we may have clusters of properties east of the Mississippi River.

     We do not intend to invest in real estate properties that are primarily:

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     -    farms;

     -    health care facilities;

     -    industrial properties;

     -    leisure home sites;

     -    manufacturing facilities;

     -    mining properties;

     -    ranches;

     -    single-family residential properties;

     -    timberlands; or

     -    unimproved properties not intended to be developed (vacant land).

     Subject to compliance with the applicable requirement under the federal
income tax laws, we may also undertake construction and development activities
and render services in connection with such activities.

     See "Investment Objectives and Policies" generally pertaining to our
policies relating to the maintenance, operation and disposition of our
properties.

     We intend to continue focusing on acquisition activity in major
metropolitan areas in the western United States. The western United States,
which consists of the southwest, rocky mountain and far west states, is
projected to experience the most growth of any region of the country over the
next 25 years. Population is expected to increase by 33.5 million between 2000
and 2025. Most of the states in the region will experience population growth
rates ahead of the national average. In addition, the western region is forecast
to lead the nation in the rate of employment growth. The western states will
generate 22.8 million new jobs between 1999 and 2025 and account for 38% of
total United States job growth.

     California is projected to show the largest gains in population and
employment; however, the region's growth is expected to become more dispersed as
other western states experience higher rates of growth. Texas is expected to
retain its position as the second largest state, with a population likely to
exceed 29.8 million by 2025. Nevada is likely to experience the fastest rate of
growth (2.4% annually between 2000 and 2025), followed by Arizona, Utah, Idaho,
Colorado, Texas, New Mexico, Oregon and Washington.

     Employment growth is expected to follow a similar pattern. Nevada, Arizona
and Utah are projected to lead the nation by generating the fastest rate of
annual employment growth. Several western cities are expected to rank among the
nation's ten fastest growing metropolitan markets. These areas include Laredo
and Austin-San Marcos in Texas, Las Vegas in Nevada, Provo-Orem in Utah and
Phoenix-Mesa in Arizona.

     The Western region benefits from the diversity of its economy, which has
enabled many western states to maintain employment and income growth even when
some sectors experience reduced demand. Agriculture, natural resources,
manufacturing, trade and services are all represented in the region's economy.
In addition many of the goods and services produced in the west have
international markets.

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Much of the total United States output of agricultural products, oil and natural
gas, lumber and wood products and electronic equipment is produced in the West.

INSURANCE COVERAGE ON PROPERTIES

     We carry comprehensive general liability coverage and umbrella liability
coverage on all of our properties with limits of liability which we deem
adequate to insure against liability claims and provide for the costs of
defense. Similarly, we are insured against the risk of direct physical damage in
amounts we estimate to be adequate to reimburse us on a replacement cost basis
for costs incurred to repair or rebuild each property, including loss of rental
income during the reconstruction period. In addition, we intend to insure our
properties against loss caused by earthquake and flood if deemed necessary and
economically justified. The form of management agreement for each property
specifically provides for us to procure and carry public liability, fire and
extended coverage, burglary and theft, rental interruption, flood, if
appropriate, and boiler, if appropriate, insurance. The cost of such insurance
is passed through to tenants whenever possible. Insurance risks associated with
potential terrorism acts could sharply increase the premiums we pay for coverage
against property and casualty claims. Additional, mortgage lenders in some cases
have begun to insist that specific coverage against terrorism be purchased by
commercial property owners as a condition for providing mortgage loans. It is
uncertain whether such insurance policies will be available, or available at
reasonable cost, which could inhibit our ability to finance or refinance our
properties. In such instances, we may be required to provide other financial
support, either through financial assurances or self-insurance, to cover
potential losses. We cannot assure you that we will have adequate coverage for
such losses. Legislation has been enacted to provide federal insurance for
property losses due to terrorism. We cannot be certain what impact this
legislation will have on us or what additional costs to us, if any, could
result.

PROPERTIES

     As of December 7, 2004, our real estate portfolio was comprised of 91
properties containing approximately 16,123,537 square feet of gross leasable
area. The 91 properties consist of 42 retail shopping centers, 26 neighborhood
and community shopping center properties, 18 single-user facilities and five
joint venture retail shopping centers that we have operating control of, located
in 25 states.

     We intend to continue to primarily invest in retail properties ranging from
100,000 to 300,000 square feet in size. We may also purchase larger shopping
centers, and properties in larger centers, in the future if such purchases are
approved by our board of directors, including a majority of the independent
directors.

     We expect that our neighborhood and community shopping centers will be
"anchored" or "shadow-anchored" by a national or regional discount department
store, supermarket or drugstore. A "shadow-anchor" is an anchor tenant that has
leased space in that portion of the center not owned or controlled by us.

     In evaluating each of our properties as a potential acquisition and
determining the appropriate amount of consideration to be paid for the property,
we consider a variety of factors including overall valuation of net rental
income, location, demographics, tenant mix, quality of tenants, length of
leases, price per square foot, occupancy and that overall rental rates at each
property are comparable to market rates. We anticipate that each property will
be located within a vibrant economic area. We believe that each of the
properties will be well-located, will have acceptable roadway access, will
attract high quality tenants, will be well-maintained and will have been
professionally managed. Nonetheless, each property will be subject to
competition from similar shopping centers within its market area, and its
economic

                                       112


performance could be affected by changes in local economic conditions. We
generally do not consider any other factors materially relevant to the decision
to acquire each of the properties.

     When we calculate depreciation expense for tax purposes, we use the
straight-line method. We depreciate buildings and improvements based upon
estimated useful lives of 40 and 20 years.

     A substantial portion of our income will consist of rent received under
long-term leases. In general, each tenant pays its proportionate share of real
estate taxes, insurance and common area maintenance costs, although the leases
with some tenants provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

     A lease termination by an anchor tenant could result in lease terminations
or reductions in rent by other tenants whose leases permit cancellation or rent
reduction if another tenant's lease is terminated. We own or may own centers
where the tenants may have rights to terminate their leases if certain other
tenants are no longer open for business. These "co-tenancy" provisions may also
exist in some leases where we own a portion of a shopping center and one or more
of the anchor tenants leases space in that portion of the center not owned or
controlled by us. If such tenants were to vacate their space, tenants with
co-tenancy provisions would have the right to terminate their leases with us, or
seek a rent reduction from us.

     Some of our leases may also contain provisions requiring the payment of
additional rent calculated as a percentage of tenants' gross sales above
predetermined thresholds.

     We seek to reduce our operating and leasing risks through geographic and 
tenant diversity. No single tenant accounted for more than 5.6% of our total 
gross leasable area or more than 4.5% of our total annualized base rental 
revenues as of December 7, 2004. Our five largest tenants include Zurich 
American Insurance Company, Wal-Mart, GMAC Insurance, Best Buy and Ross Dress 
for Less, which represent approximately 4.5%, 2.2%, 2.6%, 3.6% and 2.5% of 
annualized base rental revenues at December 7, 2004.

     We will receive an appraisal for each of our properties which states that
it was prepared in conformity with the Code of Professional Ethics Standards of
Professional Appraisal Practice of the Appraisal Institute and the Uniform
Standards of Professional Appraisal Practice of the Appraisal Foundation by an
independent appraiser who is a member of the Appraisal Institute. Appraisals are
estimates of value and should not be relied on as a measure of true worth or
realizable value.

     In cases where we have purchased properties from our affiliates, our
directors, including the independent directors, must approve the acquisitions of
the properties from our affiliates as being fair and reasonable.

     Our neighborhood and community shopping centers and our retail shopping
centers are usually "anchored" or "shadow -anchored" by a national or regional
discount department store, supermarket or drugstore. A "shadow-anchor" is an
anchor tenant that has leased space in that portion of the center not owned or
controlled by us. National and regional companies that are tenants in our
shopping center properties include Wal-Mart, Best Buy, Ross Dress for Less,
Kohl's and Home Depot.

RETAIL SHOPPING CENTERS

     Retail shopping centers comprise the primary focus of our current
portfolio. As of December 7, 2004, approximately 96% of our shopping center
space was leased, and the average annualized base rent per leased square foot of
the shopping center portfolio was $13.37.

                                       113


     Our shopping center properties, generally owned and operated through
subsidiaries, had an average size of approximately 232,000 square feet as of
December 7, 2004. Although we primarily invest in retail properties ranging from
100,000 to 500,000 square feet in size, as of December 7, 2004, we have also
purchased larger shopping centers and properties in larger centers. We may also
purchase these larger shopping centers, and properties in larger centers, in the
future if such purchases are approved by our board of directors, including a
majority of the independent directors.

NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS

     We acquired neighborhood and community shopping centers as part of our
current portfolio. As of December 7, 2004, approximately 95% of these shopping
centers were leased, and the average annualized base rent per leased square foot
of these shopping centers was $15.51.

     Our neighborhood and community shopping center properties, generally owned
and operated through subsidiaries, had an average size of approximately 68,000
square feet as of December 7, 2004.

SINGLE-USER PROPERTIES

     In addition to neighborhood and community shopping centers, we acquired
single-user properties that are triple-net-leased properties, including
properties acquired in sale and leaseback transactions. Single-user properties
represent approximately 15.7% of our total portfolio gross leasable area. As of
December 7, 2004, the average annualized base rent per leased square foot of the
single-user property portfolio was $9.02.

     National and regional companies that are tenants in our single-user
properties include CVS Pharmacy, Eckerds, Wal-Mart, Shaw's Supermarket, Harris
Teeter, Academy Outdoor Sports, GMAC Insurance, Kohl's, Wrangler and Zurich
American Insurance Company.

                                       114


SUMMARY TABULAR PRESENTATION OF PROPERTIES OWNED

     As of December 7, 2004, we, through separate limited partnerships or 
limited liability companies, have acquired fee ownership of, or a leasehold 
interest in, 91 shopping centers consisting of an aggregate of approximately 
16,123,537 gross leasable square feet located in Alabama, Arizona, Arkansas, 
California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, 
Kansas, Louisiana, Maryland, Michigan, Missouri, Nevada, New Mexico, North 
Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah and 
Washington. The following table summarizes these properties in alphabetical 
order.



                                                                                         % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY  NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Academy Sports         SU  2004         Jul-04      5,272,721     2,920,000     60,001   0.4%      100%       1   Academy Sports
Houma, Louisiana

Academy Sports         SU  2004         Oct-04      4,257,044     2,337,500     61,150   0.4%      100%       1   Academy Sports
Midland, Texas

Academy Sports         SU  2004         Oct-04      5,004,157     2,775,000     61,001   0.4%      100%       1   Academy Sports
Port Arthur, Texas

Alison's Corner        NC  2003         Apr-04      6,992,339     3,850,000     55,066   0.3%      100%       4   Ross Dress for
San Antonio, Texas                                                                                                Less Shoe Carnival
                                                                                                                  Mattress Firm

Arvada Connection                                                                                                 Old Country Buffet
         and           RC  1987 -1990   Apr-04     52,308,117    28,510,000     61,079   0.4%       78%      12   Pier 1 Imports
Arvada Marketplace     RC                                                      297,678   1.8%       97%      26   Sam's Club
Arvada, Colorado                                                                                                  Gart Sports

Azalea Square          RC  2004         Oct-04     29,904,320    16,535,000    181,942   1.1%       97%      20   T.J. Maxx
Summerville, South                                                                                                Linens 'N Things
  Carolina                                                                                                        Ross Dress for
                                                                                                                  Less Cost Plus
                                                                                                                   World Market
                                                                                                                  PETsMART

Bed, Bath & Beyond
 Plaza                 NC  2004         Oct-04     20,305,879    11,192,500     97,496   0.6%       97%      14   Bed, Bath & Beyond
Miami, Florida                                                                                                    Office Depot
                                                                                                                  Pier 1 Imports
                                                                                                                  Party City

Best on the
 Boulevard             RC  1996 - 1999  Apr-04     35,547,369    19,525,000    204,427   1.3%       77%       8   Best Buy
Las Vegas, Nevada                                                                                                 Barnes & Noble
                                                                                                                  Copeland
                                                                                                                   Enterprises


                                       115




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS     PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE  OCCUPANCY  NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Bluebonnet Parc        RC  2002         Apr-04     22,072,024    12,100,000    135,289   0.8%       95%       7   Best Buy
Baton Rouge,                                                                                                      Linens 'N Things
  Louisiana                                                                                                       Cost Plus World
                                                                                                                    Market

Boulevard at the       JV  2004        Sept-04    123,490,577    71,500,000    482,455   3.0%       88%      59   Lowe's Theaters
  Capital Centre                                                                                                    Magic Johnson
Largo, MD

The Columns            RC  2004         Aug-04     20,816,598    14,865,400    173,427   1.1%       96%      15   Best Buy
Jackson, Tennessee                                                                                                Ross Dress for
                                                                                                                  Less Marshalls
                                                                                                                  Bed, Bath & Beyond

CorWest Plaza          RC  1999 - 2003  Jan-04     33,338,803    18,150,000    115,011   0.7%       99%      10   Super Stop & Shop
New Britain,                                                                                                      Liquor Depot
  Connecticut                                                                                                     CVS Pharmacy

Cranberry Square       RC  1996 - 1997  Jul-04     20,346,674    10,900,000    195,566   1.2%       92%       5   Barnes & Noble
Cranberry Township,                                                                                               Dick's Sporting
  Pennsylvania                                                                                                    Goods Best Buy
                                                                                                                  Office Max
                                                                                                                  Toys "R" Us

CVS Pharmacy (Eckerd   SU  2003         Dec-03      3,376,585     1,850,000     13,824   0.1%      100%       1   CVS Pharmacy
  Drug Store)
Edmund, Oklahoma

CVS Pharmacy (Eckerd   SU  2003         Dec-03      5,301,730     2,900,000     13,824   0.1%      100%       1   CVS Pharmacy
  Drug Store)
Norman, Oklahoma

CVS Pharmacy           SU  2004         Oct-04      3,066,716             -     10,055   0.1%      100%       1   CVS Pharmacy
Sylacauga, Alabama

Darien Towne Center    RC  1994         Dec-03     29,920,706    16,500,000    223,844   1.4%       94%      12   Home Depot
Darien, Illinois                                                                                                  Circuit City
                                                                                                                  PETsMART


                                       116




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY  NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Davis Towne Crossing   NC  2003 & 2004  Jun-04      8,215,165     5,365,200     34,091   0.2%       91%      12   Lady USA Fitness
North Richland                                                                                                    Cotton Patch Cafe
Hills, Texas

Denton Towne           RC  2003 &       Oct-04     51,336,957    35,200,000    278,840   1.7%       92%      27   Oshman's Sporting
Crossing                   2004                                                                                    Goods
Denton, Texas                                                                                                     Best Buy
                                                                                                                  T.J. Maxx

Dorman Center -        RC  2003 - 2004 Mar-04 &    50,288,688    27,610,000    388,067   2.4%       97%      26   Wal-Mart
  Phase I & II                          Jul-04                                                                     Supercenter
Spartanburg, South
  Carolina

Eastwood Towne         RC  2002         May-04     85,157,861    46,750,000    332,131   2.1%       97%      61   Dick's Sporting
  Center                                                                                                           Goods
Lansing, Michigan

Eckerd Drug Store      SU  2003 - 2004  Jun-04      3,276,504     1,750,000     13,440   0.1%      100%       1   Eckerd Drug Store
Columbia, South
  Carolina

Eckerd Drug Store      SU  2003 - 2004  Jun-04      2,633,000     1,425,000     13,824   0.1%      100%       1   Eckerd Drug Store
Crossville,
  Tennessee

Eckerd Drug Store      SU  2003 - 2004  Jun-04      3,097,200     1,650,000     13,824   0.1%      100%       1   Eckerd Drug Store
Greer, South
  Carolina

Eckerd Drug Store      SU  2003 - 2004  Jun-04      3,660,139     1,975,000     13,824   0.1%      100%       1   Eckerd Drug Store
Kill Devil Hills,
  North Carolina

Edgemont Town Center   NC  2003         Nov-04     15,641,041             -     77,655   0.5%       95%      15   Publix
Homewood, Alabama

Five Forks             NC  1999         Dec-04      8,087,600             -     64,173   0.4%       95%       8   Bi-Lo
Simpsonville, South
  Carolina

Forks Town Center      NC  2002         Jul-04     18,440,369    10,395,000     92,660   0.6%       96%      16   Giant Food Stores
Easton, Pennsylvania

Fox Creek Village      RC  2003 - 2004  Nov-04     20,997,333             -    139,730   0.9%       86%      14   King Soopers
Longmont, Colorado                                                                                                King Soopers-Fuel
                                                                                                                   Site


                                       117




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Fullerton Metrocenter  RC  1988         Jun-04     51,389,458    28,050,000    253,296   1.6%       81%      40   Sportmart
Fullerton, California                                                                                             Henry's
                                                                                                                   Marketplace

Gateway Pavilion       RC  2003 - 2004  Dec-04     65,141,045             -    318,410   2.0%       68%      33   Circuit City
Avondale, Arizona                                                                                                 The Sports
                                                                                                                   Authority
                                                                                                                  Mor Furniture

Gateway Plaza          RC  2000         Jul-04     33,056,095    18,163,000    358,091   2.2%       93%      26   Kohl's
Southlake, Texas

Gateway Station        NC  2003 - 2004  Dec-04      5,093,435             -     19,537   0.1%      100%       6   Kirland's
College Station,                                                                                                  Talbots
  Texas                                                                                                           Joseph A. Banks
                                                                                                                  Chicos

Gateway Village        JV  1996         Jul-04     49,616,650    31,458,000    273,788   1.7%       96%      14   Safeway
Annapolis, Maryland                                                                                               Burlington Coat
                                                                                                                    Factory
                                                                                                                  Best Buy

GMAC Insurance         SU  1980/1990   Sept-04     60,037,192    33,000,000    501,064   3.1%      100%       1   GMAC Insurance
Building
Winston-Salem, North
  Carolina

Governor's             RC  2001         Aug-04     32,749,285    20,625,000    231,915   1.4%       94%      20   Bed, Bath & Beyond
 Marketplace                                                                                                      Sports Authority
Tallahassee,                                                                                                      Marshalls
  Florida

Gurnee Towne Center    RC  2000         Oct-04     44,303,902             -    179,602   1.1%       96%      26   Linens 'N Things
Gurnee, Illinois                                                                                                  Old Navy
                                                                                                                  Borders Books &
                                                                                                                    Music
                                                                                                                  Cost Plus World
                                                                                                                    Market

Harris Teeter          SU  1977/1995   Sept-04      7,212,401     3,960,000     57,230   0.4%      100%       1   Harris Teeter
Wilmington, North
Carolina

Harvest Towne Center   NC  1996-1999   Sept-04      8,958,341     5,005,000     42,213   0.3%      100%      12   CVS Pharmacy
Knoxville, Tennessee                                                                                              Pet Supplies Plus
                                                                                                                  Ruby Tuesday


                                       118




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Heritage Towne
  Crossing             NC  2002         Mar-04     14,855,156     8,950,000     73,579   0.5%       98%      29   N/A
Euless, Texas

Hickory Ridge          RC  1999         Jan-04     42,022,293    23,650,000    380,487   2.4%      100%      21   Best Buy
Hickory, North                                                                                                    Kohl's
  Carolina                                                                                                        Dick's Sporting
                                                                                                                   Goods

Huebner Oaks Center    RC  1997 &       Jun-04     79,578,905    48,000,000    286,684   1.8%       98%      56   Bed, Bath & Beyond
San Antonio, Texas         1998

John's Creek Village   RC  2003 &       Jun-04     29,192,357    23,300,000    141,802   0.9%      100%      17   LA Fitness
Duluth, Georgia            2004                                                                                   Ross Dress for
                                                                                                                   Less T.J. Maxx

Kohl's/Wilshire
  Plaza III            SU  2004         Nov-04      5,705,154     5,417,500     88,248   0.5%      100%       1   Kohl's
Kansas City, Missouri

La Plaza Del Norte     RC  1996/1999    Jan-04     59,206,004    32,528,000    320,345   2.0%       95%      16   Oshman's Sporting
San Antonio, Texas                                                                                                  Goods
                                                                                                                  Best Buy
                                                                                                                  Bealls

Lake Mary Pointe       NC  1999         Oct-04      6,603,760     3,657,500     51,052   0.3%       96%       9   Publix
Lake Mary, Florida

Lakewood Towne Center  RC  1988         Jun-04     80,932,733    51,260,000    578,863   3.6%       95%      26   Gottschalk's
Lakewood, Washington       Rebuilt                                                                                Burlington Coat
                           2002-2003                                                                                Factory

Larkspur Landing       RC  1978/2001    Jan-04     60,721,335    33,630,000    173,821   1.1%       87%      33   Bed, Bath & Beyond
Larkspur, California                                                                                              24 Hour Fitness

Lincoln Park           RC  1998        Sept-04     47,360,050    26,153,000    148,806   0.9%      100%      14   Tom Thumb
Dallas, Texas                                                                                                     Barnes & Noble
                                                                                                                  The Container
                                                                                                                   Store

Low Country Village    NC  2004         Jun-04     11,140,058     5,370,000     76,479   0.5%       97%       6   Ross Dress for
Bluffton, South                                                                                                    Less
  Carolina                                                                                                        Michaels PETsMART

MacArthur Crossing     RC  1995 - 1996  Feb-04     23,076,236    12,700,000    109,755   0.7%       98%      28   Stein Mart
Los Colinas, Texas


                                       119




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Manchester Meadows     RC  1994 - 1995  Aug-04     56,543,403    31,064,550    454,172   2.8%       97%      21   Wal-Mart
Town and Country,                                                                                                 Home Depot
  Missouri

Mansfield Towne        NC  2004         Nov-04     16,055,333    10,982,300     95,277   0.6%      100%      18   Ross Dress for
  Center                                                                                                          Less Staples
Mansfield, Texas

Mitchell Ranch Plaza   RC  2003         Aug-04     33,886,359    18,700,000    200,404   1.2%       95%      36   Publix
New Port Richey,                                                                                                  Marshalls
  Florida                                                                                                         Ross Dress for
                                                                                                                  Less

Newnan Crossing        RC  1999-2003   Dec-03 &    39,246,282    21,543,091    291,450   1.8%      100%      22   BJ's Wholesale
  I & II                                Feb-04                                                                     Club Office Depot
Newnan, Georgia                                                                                                   T.J. Maxx

North Ranch Pavilions  NC  1992         Jan-04     18,264,794    10,157,400     62,812   0.4%       89%      24   Savvy Salon
Thousand Oaks,
  California

North Rivers Town      RC  2003 - 2004  Apr-04     20,170,224    11,050,000    141,204   0.9%      100%      16   Ross Dress for
  Center                                                                                                          Less Bed, Bath &
Charleston, South                                                                                                 Beyond Office
  Carolina                                                                                                        Depot Babies "R"
                                                                                                                  Us

Northgate North        RC  1999 - 2003  Jun-04     48,488,931    26,650,000    302,095   1.9%       98%       8   Target
Seattle, Washington                                                                                               Best Buy

Northpointe Plaza      RC  1991 - 1993  May-04     54,591,996    30,850,000    377,949   2.3%       99%      31   Safeway
Spokane, Washington                                                                                               Gart Sports
                                                                                                                  Best Buy

Northwoods Center      NC  2002 - 2004  Dec-04     13,963,847             -     74,647   0.5%      100%      16   Marshalls
Wesley Chapel,                                                                                                    PETCO
  Florida

Oswego Commons         RC  2002 - 2004  Nov-04     35,134,068    19,262,100    188,150   1.2%       98%      21   Dominick's
Oswego, Illinois                                                                                                  T.J. Maxx
                                                                                                                  Office Max

Paradise Valley        NC  2002         Apr-04     28,571,619    15,680,500     92,158   0.6%       79%      17   Whole Foods
  Marketplace                                                                                                     Eckerd Drug Store
Phoenix, Arizona

Pavilion at King's     NC  2002/2003    Dec-03      8,200,912     5,342,000     79,109   0.5%      100%       7   Toys "R" Us
  Grant                                                                                                           Olive Garden
Concord, North
  Carolina


                                       120




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS   PHYSICAL
                           YEAR BUILT/    DATE     DECEMBER     DECEMBER 7, AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Peoria Crossings       RC  2002 - 2003  Mar-04     37,430,091    20,497,400    213,733   1.3%       98%      21   Kohl's Department
Peoria, Arizona                                                                                                     Store
                                                                                                                  Ross Dress for
                                                                                                                  Less Michaels

Pine Ridge Plaza       RC  1998 - 2004  Jun-04     29,961,150    14,700,000    230,510   1.4%      100%      14   T.J. Maxx
Lawrence, Kansas                                                                                                  Bed, Bath & Beyond
                                                                                                                  Kohl's

Placentia Town Center  RC  1973/2000    Dec-04     24,865,000             -    110,962   0.7%      100%      21   Ross Dress for
Placentia, California                                                                                             Less Office Max
                                                                                                                  Bank of America

Plaza at Marysville    RC  1995         Jul-04     21,335,075    11,800,000    115,656   0.7%       95%      25   Safeway
Marysville,
  Washington

Plaza at Riverlakes    RC  2001         Oct-04     17,022,680             -    102,836   0.6%      100%      22   Ralph's Grocery
Bakersfield,                                                                                                       Store
  California

Plaza Santa Fe II      RC  2000 - 2002  Jun-04     31,063,632    17,551,721    222,389   1.4%       98%      20   Linens 'N Things
Santa Fe, New Mexico                                                                                              Best Buy
                                                                                                                  T.J. Maxx

Promenade at Red       NC  1997         Feb-04     19,502,610    10,590,000     94,445   0.6%       95%      18   Staples
  Cliff                                                                                                           Old Navy
St. George, Utah                                                                                                  Big 5 Sporting
                                                                                                                   Goods

Publix Center          NC  2004         Nov-04     12,072,693             -     63,916   0.4%       95%      11   Publix
Mount Pleasant, South
  Carolina

Reisterstown Road
  Plaza                JV  1986/2004    Aug-04     88,833,173    49,650,000    779,047   4.8%       94%      75   Home Depot
Baltimore, Maryland                                                                                               Public Safety
                                                                                                                  National Wholesale
                                                                                                                   Liquidators

Saucon Valley Square   NC  1999        Sept-04     16,219,240     8,850,900     80,695   0.5%      100%      14   Super Fresh Foods
Bethlehem,
  Pennsylvania

Shaw's Supermarket     SU  1995         Dec-03     13,630,416     6,450,000     65,658   0.4%      100%       1   Shaw's Supermarket
New Britain,
  Connecticut


                                       121




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS   PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7, AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Shoppes at             NC  1999         Jan-04     11,029,520     6,067,183     61,817   0.4%       96%       2   Shoppers Food
  Quarterfield                                                                                                     Warehouse
  (Metro Square
  Center)
Severn, Maryland

Shoppes of Dallas      NC  2004         Jul-04     13,095,345     7,178,700     70,610   0.4%       86%      12   Publix
Dallas, Georgia

Shoppes of Prominence  NC  2004         Jun-04     15,198,965     9,954,300     78,058   0.5%       91%      15   Publix
  Point
Canton, Georgia

The Shops at           RC  2003 &       Jul-04     36,702,208    20,150,000    122,916   0.8%       81%      24   Borders Books
  Boardwalk                2004
Kansas City, Missouri

Shops at Forest        NC  2002         Dec-04      7,505,000             -     34,756   0.2%      100%      16   Blockbuster Video
  Commons
Round Rock, Texas

Shops at Park Place    RC  2001         Oct-03     24,088,248    13,127,000    116,300   0.7%       99%      11   Bed, Bath & Beyond
Plano, Texas                                                                                                      Michaels
                                                                                                                  Office Max
                                                                                                                  Walgreens

Stony Creek            RC  2003         Dec-03     26,026,321    14,162,000    153,796   1.0%      100%      20   T.J. Maxx
  Marketplace                                                                                                     Linens 'N Things
Noblesville, Indiana                                                                                              Barnes & Noble

Tollgate Marketplace   JV  1979/1994    Jul-04     72,060,645    39,765,000    392,587   2.4%      100%      34   Giant Food
Bel Air, Maryland                                                                                                 Jo Ann Fabrics

Towson Circle          JV  1998         Jul-04     28,580,147    19,197,500    116,119   0.7%       92%      12   Barnes & Noble
Towson, Maryland                                                                                                  Trader Joe's East
                                                                                                                  Bally's Total
                                                                                                                  Fitness Pier 1
                                                                                                                  Imports

University Town        NC  2002         Nov-04     10,571,989             -     57,250   0.4%      100%      15   Publix
  Center
Tuscaloosa, Alabama

Village Shoppes at     NC  2004         Aug-04     13,770,143     7,561,700     66,415   0.4%       87%      10   Publix
  Simonton
Lawrenceville,
  Georgia

Wal-Mart Supercenter   SU  1999         Jul-04     13,269,942     7,100,000    183,047   1.1%      100%       1   Wal-Mart
Blytheville, Arkansas                                                                                             Supercenter


                                       122




                                                                                        % OF
                                                  BOOK VALUE     MORTGAGE     GROSS     TOTAL
                                                      AT        PAYABLE AT   LEASABLE   GROSS    PHYSICAL
                           YEAR BUILT/   DATE      DECEMBER     DECEMBER 7,  AREA (SQ. LEASABLE OCCUPANCY NO. OF
PROPERTY              TYPE  RENOVATED  ACQUIRED   7, 2004($)     2004 ($)      FT.)      AREA       %     TENANTS  MAJOR TENANTS*
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    
Wal-Mart Supercenter   SU  1997         Aug-04     11,086,320     6,088,500    149,704   0.9%      100%       1   Wal-Mart
Jonesboro, Arkansas                                                                                                Supercenter

Watauga Pavilion       RC  2003/2004    May-04     35,685,886    19,617,000    205,195   1.3%       96%      16   Oshman's Sporting
Wautauga, Texas                                                                                                     Goods
                                                                                                                  Ross Dress for
                                                                                                                  Less Bed, Bath &
                                                                                                                  Beyond

Winchester Commons     NC  1999         Nov-04     13,051,599     7,235,000     93,024   0.6%       98%      15   Kroger
Memphis, Tennessee

Wrangler               SU  1993         Jul-04     18,518,590    11,300,000    316,800   2.0%      100%       1   Wrangler
El Paso, Texas

Zurich Towers          SU  1988 - 1990  Nov-04    138,094,923    81,420,000    895,418   5.6%      100%       1   Zurich American
Schaumburg, Illinois                                                                                               Insurance
                                                                                                                   Company
                                                -----------------------------------------------           -------

PORTFOLIO TOTAL                                 2,680,495,380 1,394,703,445 16,123,537   100%              1,501
                                                ===============================================           =======


----------
*    Major tenants include tenants leasing more than 10% of the gross leasable
     area of the individual property.

NC   Neighborhood and Community Retail Shopping Center
SU   Single-User Property
RC   Retail Shopping Center
D    Development Project
JV   Joint Venture

The table above represents book value to include land, building and
improvements, site improvements and acquired intangibles

                                       123


DESCRIPTION OF PROPERTIES

     The following discussion provides more detail on each of the properties we
have acquired that are summarized in the table above and probable acquisitions.

SOUTHLAKE TOWN SQUARE, SOUTHLAKE, TEXAS

     We anticipate purchasing a portion of an existing shopping center known as
Southlake Town Square, containing 471,324 gross leasable square feet. The center
is located at North Carroll Avenue and East Southlake Boulevard in Southlake,
Texas.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $142,917,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $303 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     There are no tenants that lease more than 10% of the total gross leasable
area of the property.

     For federal income tax purposes, the depreciable basis in this property
will be approximately $107,188,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Southlake Town Square built between 1998 and 2004. As of December 1, 2004,
this property was 96% occupied, with a total 450,595 square feet leased to 152
tenants. The following table sets forth certain information with respect to
those leases:



                                          Approximate                             Current          Base Rent Per
                                          GLA Leased                               Annual           Square Foot
Lessee                                     (Sq. Ft.)          Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                           
Gymboree                                     2,077              01/09              57,117              27.50
Magic Moon                                   2,329              03/09              65,212              28.00
Animal Crackers                              1,491              03/09              41,748              28.00
Corner Bakery                                4,223              03/09             117,188              27.75
Bombay Company                               4,131              03/09             107,406              26.00
Williams-Sonoma                              4,500              01/09             122,625              27.25
Chico's                                      2,013              03/09              46,299              23.00
Talbots                                      4,398              01/11             114,348              26.00
Harold's                                     5,462              03/11             164,406              30.10
Eyes Nouveau                                 2,470              08/07              74,100              30.00
The Mother's Place                           1,475              09/07              43,512              29.50
Any Occasion Gifts                           1,338              11/07              38,802              29.00
The Paper Closet                               858              01/08              24,882              29.00
X's & O's                                    4,100              05/09             123,000              30.00


                                       124




                                          Approximate                             Current          Base Rent Per
                                          GLA Leased                               Annual           Square Foot
Lessee                                     (Sq. Ft.)          Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                           
FNB of Wichita Falls                         3,456              07/12             103,680              30.00
The Container Store                         23,796              02/12             431,568              18.00
Taylor G                                     1,654              10/06              52,928              32.00
Kobe Steakhouse                              5,128              02/09             148,712              29.00
Joseph A. Bank                               5,131              01/12             148,799              29.00
The Paper Closet                               105          Month-to-Month          2,625              25.00
Of the Vine                                  2,429              11/07              72,870              30.00
Barse Retail                                 1,458              11/07              36,450              25.00
Jamba Juice                                    919              03/09              28,029              30.50
Sweet & Sassy                                3,061              04/09              65,811              21.50
Francesca's                                  1,919              04/09              57,570              30.00
BA Framer                                    1,987              05/09              49,675              25.00
Rockfish                                     2,651              06/09              75,819              28.60
Mi Cocina                                    5,206              06/09             135,356              26.00
Lover's Eggroll                              2,138              06/09              56,657              26.50
Board Room                                   2,082              08/09              62,460              30.00
Village Jewelers                             2,277              03/12              75,141              33.00
Vignettes                                    3,306              03/09              92,568              28.00
Pottery Barn                                 7,989              01/10             194,835              24.39
Pottery Barn (2nd Floor Storage)             3,106
Crate & Barrel (BS-1)                        5,517              10/10              67,629              12.26
Crate & Barrel                              10,215              01/11             137,698              13.48
Crate & Barrel (BS-2)                          217              01/11               4,580              21.11
Origins                                      1,140              10/10              45,600              40.00
Talbots Petites and Kids                     6,528              12/10             188,500              28.88
L'Occitane                                     773              01/11              34,785              45.00
Paws and Claws                                 143              12/06               4,290              30.00
Lane Bryant                                  5,069              10/13             145,000              28.61
D'Hierro                                     4,000              10/13              84,000              21.00
Cafe Express                                 5,643              11/13             153,772              27.25
Oshkosh B'Gosh Retail                        5,162              03/14             154,860              30.00
Terrace Day Spa & Salon                      1,179              10/09              30,250              25.66
The Market                                   7,086              06/06             155,892              22.00
Eddie Bauer                                  6,440              01/10             127,963              19.87
Ann Taylor                                   4,252              01/10             106,300              25.00
Thai Chili                                   2,359              04/10              63,693              27.00
American Eagle                               5,250              11/12             136,500              26.00
Young Nim Cho                                  435              09/09              15,660              36.00
Banana Republic                              7,000              03/07             133,280              19.04
Stylette dba Glass Slipper                     750              06/08              22,500              30.00
Victoria's Secret                            4,607              03/09             105,961              23.00
Gap                                          5,880              03/07             111,955              19.04
Gap Kids                                     3,819              03/07              72,714              19.04
Milwaukee Joe's                                636              03/07              22,260              35.00
Bath & Body Works                            3,213              03/09              73,899              23.00
Starbucks                                    1,867              05/09              52,276              28.00
Riding High                                  2,480              02/07              76,880              31.00


                                       125




                                          Approximate                             Current          Base Rent Per
                                          GLA Leased                               Annual           Square Foot
Lessee                                     (Sq. Ft.)          Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                           
James Avery                                  2,491              04/07              74,730              30.00
Three Feet                                   2,134              10/08              53,350              25.00
Just Add Water                               2,046              03/12              62,403              30.50
Village Jewelers                             2,337              03/12              70,110              30.00
LC Footwear                                  1,914              06/12              57,420              30.00
Sprint                                       2,639              07/09              87,087              33.00
Sharper Image                                5,829              01/15             156,000              26.76
The Langley Holding Company                    570          Month-to-Month          9,396              16.48
Audra D. Boxma, PA                             516              02/05              10,320              20.00
Countrywide Home Loans                       2,599              05/05              44,183              17.00
Heinen & Associates                          1,150              05/05              18,975              16.50
Century 21                                   2,825              07/05              50,844              18.00
Rattikin Title Group                         3,992              04/07              62,080              15.55
Sylvan Learning Center                       2,780              05/07              44,841              16.13
Williams-Sonoma Storage                        500              01/09               5,450              10.90
Abemathy                                       817              10/09              10,552              12.92
Brownstones                                    814          Month-to-Month          9,768              12.00
Charles Schwab                               1,764              03/05              29,106              16.50
Johnson & Johnson                              881              11/06              16,739              19.00
Stifel, Nicolas & Co.                        3,415              05/07              61,470              18.00
Harken Energy Corporation                    4,062              04/08              66,763              16.44
Collins Industries                           2,125              05/09              31,875              15.00
Harold's (Office)                              669              03/11               9,366              14.00
Exar                                           563              08/05               9,370              16.64
Villaroy and Bach                              623              11/14               9,968              16.00
Coldwell Bankers                             2,522          Month-to-Month         34,420              13.65
Cooper & Stebbins                            5,212          Month-to-Month         83,392              16.00
Bradley, Luce & Bradley                      3,154              08/04              47,310              15.00
Jennifer Gray                                1,075              11/06              15,650              14.56
Dallas Morning News                          4,148              10/05              66,368              16.00
House of Representatives                       589              01/05               9,768              16.58
Vicki Truitt                                   193              01/05               4,176              21.64
Benefit Architects                           2,098              02/05              35,666              17.00
Main Street Financial                        2,589              10/05              49,191              19.00
Town Square Mortgage                         1,464              12/05              19,560              13.36
Swedish Match                                1,371              07/07              21,251              15.50
Educational Tech                             1,459              12/08              14,855              10.18
Standerfer Law Firm                            791          Month-to-Month         13,570              17.16
Newell Rubbermaid                            2,110              03/05              40,090              19.00
Insight Equity Holdings                      4,568              01/06              70,298              15.39
Lifeguard                                    4,515              01/06              34,050               7.54
KTL Industries                               1,857              01/06              19,430              10.46
GSCS                                         2,328              01/06              26,720              11.48
Salomon Smith Barney                         9,393              08/11             150,288              16.00
Larsen & King                                1,470              08/09              15,597              10.61
Texas Nations                                2,427              02/09              38,832              16.00
Pearlstone Energy-M Young                    1,067              03/09              14,943              14.00


                                       126




                                          Approximate                             Current          Base Rent Per
                                          GLA Leased                               Annual           Square Foot
Lessee                                     (Sq. Ft.)          Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                           
Southtrust Mortgage                          3,033              03/09              48,528              16.00
Dr. Scott Kasden                             2,875              07/09              46,000              16.00
Michael Bryan                                2,326              02/05              38,379              16.50
Dr. Angela Bowers                            2,868              06/05              46,376              16.17
Dr. Mary Wyant                                 936              07/05              14,976              16.00
Natural Healing Center                         541              05/06               8,115              15.00
Dr. Steven J. Fugua                          1,986              07/06              29,790              15.00
Feet Feet                                    1,454              07/06              24,718              17.00
Just For Kids                                2,321              08/06              40,617              17.50
Dr. Todd White                               1,720              02/07              29,240              17.00
Terrace Day Spa (Office)                     3,403              02/07              49,888              14.66
Terrace Day Spa (Expansion)                  1,568              02/07              25,088              16.00
Gregory Taylor                               3,077              07/07              61,540              20.00
Ortho-Alliance                               3,033              09/07              51,561              17.00
Viking Office Products (Office
  Depot)                                    16,530              05/09             252,909              15.30
Hometrust Mortgage                           2,849              06/07              34,188              12.00
Lifeguard                                      619              09/04              10,616              17.15
Lyons, Butler & Pesserillo                   1,286          Month-to-Month         23,148              18.00
Lifeguard                                    2,227              01/06              34,730              15.59
Johnson, Rooney, Welch                         675              12/05              13,650              20.22
General Mills                                1,725              08/05              29,325              17.00
Keller Williams Realty                       2,576              05/07              37,627              14.61
Farmers Insurance                              462              03/09               7,041              15.24
Edward Jones                                   697              05/09              11,152              16.00
Prizm Development                            1,659              06/09              26,544              16.00
Larry North Total Fitness                   10,896              08/11             159,900              14.68
Southlake Dance Academy                      3,840              03/06              60,096              15.65
Sunshine Glaze                               1,400              05/06              21,200              15.14
Mail & Copy Shoppe                           1,600              12/07              25,600              16.00
REB Photo Lab                                1,764              03/06              38,808              22.00
Segal Enterprises                            1,200              09/06              24,000              20.00
Po Melvin's                                  6,740              01/08             101,100              15.00
Kidztime                                     1,791              08/08              26,865              15.00
Storehouse                                   8,800              12/05             176,000              20.00
Gingiss Formal Wear                          1,000              12/05              22,000              22.00
Cingular Wireless                            1,495              12/05              32,890              22.00
Stride Rite Children's Group                 1,495              01/06              29,900              20.00
Sandella's Cafe                              1,493              02/06              32,846              22.00
Olivia Bennett                               1,985              04/06              30,000              15.11
Trees of the Field                           2,472              09/11              54,384              22.00
Blue Mesa                                    3,000              09/13              87,000              29.00
Pei Wei                                      3,000              10/13              78,000              26.00
American Express                             1,350              04/09              44,550              33.00
Fidelity                                     4,050              05/14             113,400              28.00


                                       127


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

IRMO STATION, COLUMBIA, SOUTH CAROLINA

     We anticipate purchasing an existing shopping center known as Irmo 
Station, containing 99,619 gross leasable square feet. The center is located 
at 7467 St. Andrews Road in Columbia, South Carolina.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $13,100,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $131 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kroger, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Kroger                           56,942           57             9.71             10/99            10/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,825,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Irmo Station was built in phases in 1980 and 1985, with an expansion of one
tenant's space in 1999. As of December 1, 2004, this property was 91% occupied,
with a total 90,960 square feet leased to 17 tenants. The following table sets
forth certain information with respect to those leases:



                                          Approximate                         Current         Base Rent Per
                                          GLA Leased                          Annual           Square Foot
Lessee                                     (Sq. Ft.)       Lease Ends        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------------
                                                                                      
Dr. John Edwards, DDS                        1,750           03/05             31,500             18.00
Hemingway's Saloon                           5,550           04/05             30,803              5.55
Invitation Station                           2,205           08/05             24,255             11.00
The Cutting Point                            1,050           09/05             14,175             13.50
Dollar Tree Store                            6,892           01/06             55,136              8.00
Pizza Hut                                    1,470           05/06             21,771             14.81


                                       128




                                          Approximate                         Current         Base Rent Per
                                          GLA Leased                          Annual           Square Foot
Lessee                                     (Sq. Ft.)       Lease Ends        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------------
                                                                                      
Julie Stephens Agency                        1,050           06/06             13,497             12.85
Wilson Wireless                              1,000           10/06             18,000             18.00
Columbia Conservatory                        1,761           05/07             19,899             11.30
Irmo Interiors                               2,000           07/07             30,000             15.00
Kroger Liquor                                1,250           01/08             15,625             12.50
Firehouse Subs                               1,750           06/08             29,750             17.00
Han's Alterations                            1,050           03/09             14,595             13.90
Tripp's Cleaners                             1,250           05/09             18,125             14.50
ITA Taekwondo Academy                        2,940           08/09             33,810             11.50
Lovely Nails                                 1,050           12/09             13,650             13.00
Kroger                                      56,942           10/19            552,800              9.71


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

EVANS TOWNE CENTRE, AUGUSTA, GEORGIA

     We anticipate purchasing an existing shopping center known as Evans 
Towne Centre, containing 75,695 gross leasable square feet. The center is 
located at 4274 Washington Road in Augusta, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $8,880,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $117 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Publix                           47,955           63             8.25             06/95            06/15


     For federal income tax purposes, the depreciable basis in this property
will be approximately $6,660,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line

                                       129


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Evans Towne Center was built in 1995. As of December 1, 2004, this property
was 97% occupied, with a total 73,295 square feet leased to 14 tenants. The
following table sets forth certain information with respect to those leases:



                                                 Approximate                         Current         Base Rent Per
                                                 GLA Leased                           Annual          Square Foot
Lessee                                            (Sq. Ft.)      Lease Ends          Rent ($)        Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                             
Evans Hibachi                                       2,800           01/06             32,200             11.50
Gorins Cafe & Grill                                 1,200           03/06             14,832             12.36
Great Expectations Precision
  Haircutters                                       2,100           04/06             28,119             13.39
Physical Therapy Associates                         2,240           04/06             26,870             12.00
Classical Ballet Conservatory                       1,600           06/06             21,424             13.39
Master Cleaners                                     1,200           09/06             15,600             13.00
Professional Network Support                        1,600           12/06             18,960             11.85
Quizno's                                            1,600           01/07             20,800             13.00
The Augusta Chronicle                               4,000           02/08             44,000             11.00
Mai Thai Restaurant                                 1,400           04/08             18,018             12.87
U.S. Nails                                          1,200           09/08             15,600             13.00
Sun Rayz Tanning                                    3,200           01/09             35,200             11.00
Top Shelf Cigar & Tobacco Shoppe                    1,200           07/09             15,600             13.00
Publix                                             47,955           06/15            395,629              8.25


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

AMERICAN EXPRESS PORTFOLIO

     We anticipate purchasing the following eight office buildings constructed
between 1975 and 2000 and leasing them back to American Express Travel Related
Services Company, Inc., IDS Property Casualty Insurance Corporation and AMEX
Canada, Inc. The office buildings contain a total of 2,597,000 gross leasable
square feet.



                                             Approximate                                          Approximate
Location                                     Square Feet               Lease Term              Purchase Price ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                           
20022 N. 31st Avenue                            337,439                 10 years                    54,000,000
Phoenix, AZ

20002 N. 19th Avenue                            117,556                 10 years                    14,000,000
Phoenix, AZ

1001 N. 3rd Avenue                              541,542                 10 years                    95,000,000
Minneapolis, MN


                                       130




                                             Approximate                                          Approximate
Location                                     Square Feet               Lease Term              Purchase Price ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                          
3500 Packerland Drive                           132,336                 10 years                    18,000,000
Depere, WI

101 McNabb Street                               306,710                 10 years                    42,000,000
Markham, Ontario, Canada

4315 South 2700 West                            395,787                 10 years                    48,000,000
Salt Lake City, UT

7701 Airport Center                             389,377                 10 years                    56,000,000
Greensboro, NC

777 American Expressway                         376,348                 10 years                    63,000,000
Ft. Lauderdale, FL

Total                                         2,597,095                                            390,000,000


     We anticipate purchasing this American Express Portfolio from an
unaffiliated third party. Our total acquisition cost, including expenses, is
expected to be approximately $390,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost is expected to be
approximately $150 per square foot of leasable space.

     We intend to purchase these properties with our own funds. However, we
expect to place financing on the properties totaling $233,532,000. The loan will
require interest only payments at annual rates ranging between 4.2675% to
4.2975% and mature in January 2010

     In evaluating these properties as potential acquisitions and determining
the appropriate amount of consideration to be paid for the properties, we
considered a variety of factors including location, demographics, quality of
tenant, length of lease, price per square foot, occupancy and the fact that
overall rental rate at the property is comparable to market rates. We believe
that each of these properties is well located, has acceptable roadway access and
is well maintained. These properties will be subject to competition from similar
properties within their market area, and economic performance could be affected
by changes in local economic conditions. We did not consider any other factors
materially relevant to the decision to acquire these properties.

     American Express' related entities will lease 100% of the total gross
square feet of each property. The leases with these tenants require the tenants
to pay base annual rent on a monthly basis as follows:



                                                                                Base Rent
                                                   % of                           Gross
                                                   Total                         Square
                                Approximate       GSF of        Estimated       Foot Per           Estimated
Lessee/                            Gross           each          Annual           Annum           Lease Term*
Location                          Sq. Ft.        Property       Rent ($)**         ($)      Beginning        To
-------------------------------------------------------------------------------------------------------------------
                                                                                          
20022 N. 31st Avenue              337,439           100         3,505,734         10.39       12/04         11/13
Phoenix, AZ


                                       131




                                                                                Base Rent
                                                   % of                           Gross
                                                   Total                         Square
                                Approximate       GSF of        Estimated        Foot Per         Estimated
Lessee/                            Gross           each           Annual          Annum          Lease Term*
Location                          Sq. Ft.        Property       Rent ($)**         ($)      Beginning        To
-------------------------------------------------------------------------------------------------------------------
                                                                                          
20002 N. 19th Avenue              117,556           100           908,894          7.73       12/04         11/14
Phoenix, AZ

1001 N. 3rd Avenue                541,542           100         6,167,495         11.39       12/04         11/14
Minneapolis, MN

3500 Packerland Drive             132,336           100         1,168,578          8.83       12/04         11/14
Depere, WI

101 McNabb Street                 306,710           100         2,726,682          8.89       12/04         11/14
Markham, Ontario,
  Canada

4315 South 2700 West              395,787           100         3,116,208          7.87       12/04         11/14
Salt Lake City, UT

7701 Airport Center               389,377           100         3,635,576          9.34       12/04         11/14
Greensboro, NC

777 American
  Expressway                      376,348           100         4,090,023         10.87       12/04         11/14
Ft. Lauderdale, FL


*    Estimated lease term - Lease term to commence on date of sale of the
     property and have a primary ten year term. Tenant can exercise up to six
     five-year options on each property.
**   Estimated annual rent for the first five years of the primary term.

     For federal income tax purposes, the depreciable basis in these properties
will be approximately $292,500,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     For financial information of American Express, please see their financial
statements filed with the United States of America Securities and Exchange
Commission at www.sec.gov.

GATEWAY PAVILION, AVONDALE, ARIZONA

     We purchased 318,410 gross leasable square feet (which includes 7,000
square feet of ground lease space) of a 620,000 square foot newly constructed
shopping center known as Gateway Pavilion. We have the option to purchase the
remaining portion upon completion during 2005. The center is located at
Interstate 10 and 101 Loop Freeway in Avondale, Arizona.

                                       132


     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost was approximately $65,141,000. This amount may
increase by additional costs which have not yet been finally determined. We
expect any additional costs to be insignificant. Our acquisition cost was
approximately $216 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Circuit City, Sports Authority and Mor Furniture, each lease
more than 10% of the total gross leasable area of the property. The lease terms
will be determined in accordance with the tenant's commencement date. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                Base Rent
                           Approximate      % of Total         Per Square
                           GLA Leased        Phase I            Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning               To
------------------------------------------------------------------------------------------------------------------
                                                                                           
Circuit City                 32,500             10               13.08                12/03               01/19

Sports Authority             35,700             11               11.50                10/03               01/14

Mor Furniture*               35,000             11                9.90                12/04               11/14


* Ten year lease term has not yet commenced, however, the expiration date may
change based upon the tenant's actual occupancy date.

     For federal income tax purposes, the depreciable basis in this property
will be approximately $51,576,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     The portion of Gateway Pavilion which we purchased was newly constructed
between 2003 and 2004. As of December 1, 2004, this property was 92% occupied,
with a total of 292,505 square feet leased to 39 tenants and one ground lease
tenant. The following table sets forth certain information with respect to those
leases:



                                      Approximate                          Current           Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Mattress Outlet                          3,262             01/08            81,550                  25.00
T-Mobile                                 2,200             02/08            61,600                  28.00
Great Clips                              1,200             02/08            31,200                  26.00
Game Stop                                1,505             02/08            39,130                  26.00
Cold Stone Creamery                      1,400             03/08            37,694                  26.92
Port of Subs                             1,800             04/08            48,204                  26.78


                                       133




                                      Approximate                          Current           Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Cactus Creek                             1,300             05/08            33,800                  26.00
Studio 101                               1,261             11/08            30,264                  24.00
Liberty Fitness                          1,653             12/08            38,019                  23.00
Eagle Flooring                           3,220             12/08            81,272                  25.24
AT&T Wireless                            1,300             01/09            36,153                  27.81
Tan Frenzee                              1,443             01/09            36,075                  25.00
Jamba Juice                              1,200             06/09            33,600                  28.00
Remedy Temp, Inc.                        1,200             06/09            32,400                  27.00
Johnny Rockets*                          2,368             09/09            59,200                  25.00
Ray's Pizza                              1,980             04/11            51,480                  26.00
Saba's Western Wear                      4,509             06/11            54,108                  12.00
Native New Yorker                        7,001             03/13           138,023                  19.71
La Nails                                 2,200             03/13            55,000                  25.00
Sunny Neigh DDS                          2,000             03/13            51,000                  25.50
Koyoto Bowl                              1,980             03/13            43,560                  22.00
Panda Express                            2,256             03/13            58,656                  26.00
Quizno's                                 1,472             03/13            36,800                  25.00
Baja Fresh Mexican Grill                 2,969             04/13            71,256                  24.00
Starbucks                                1,504             08/13            42,112                  28.00
Marshalls                               28,150             10/13           267,425                   9.50
Bed, Bath & Beyond                      25,063             01/14           275,693                  11.00
Carrabbas                                6,100             01/14            86,986                  14.26
Sports Authority                        35,700             01/14           410,550                  11.50
Peter Piper Pizza                       10,000             10/14           180,000                  18.00
The Vitamin Shoppe*                      4,500             10/14           135,000                  30.00
Mor Furniture*                          35,000             11/14           346,500                   9.90
PETCO                                   14,668             01/15           238,355                  16.25
Krispy Creme Doughnuts                   4,200             12/18            80,000                  19.05
Borders Books                           20,000             01/19           245,000                  12.25
Circuit City                            32,500             01/19           438,750                  13.50
Red Robin (Ground Lease)                 7,000             03/19            85,000                    N/A
Paul Lee's Chinese Kitchen*              6,000             10/19            87,500                  14.58
Village Inn                              4,441             11/19           140,025                  31.53
McDonalds                                5,000             09/23            72,500                  14.50


* Lease terms have not yet commenced, however, the expiration date may change
based upon the tenant's actual occupancy date.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       134


FIVE FORKS, SIMPSONVILLE, SOUTH CAROLINA

     We purchased an existing shopping center known as Five Forks, containing
64,173 gross leasable square feet. The center is located at Woodruff Road and
Batesville Road in Simpsonville, South Carolina.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost was approximately $8,086,000. This amount may
increase by additional costs which have not yet been finally determined. We
expect any additional costs to be insignificant. Our acquisition cost was
approximately $126 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Bi-Lo, leases more than 10% of the total gross leasable area of
the property. The lease with this tenant requires the tenant to pay base annual
rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Bi-Lo                            46,673           73             8.71             10/99            10/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $6,065,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Five Forks was built in 1999. As of December 1, 2004, this property was 95%
occupied, with a total 60,673 square feet leased to eight tenants. The following
table sets forth certain information with respect to those leases:



                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Dr. Brian Hodges DMD                     2,100             11/05            29,400                  14.00
Summer Sun Adventures                    2,000             12/06            28,000                  14.00
Cost Cutters                             1,600             12/06            22,400                  14.00
Prime Communications                     1,200             05/07            16,200                  13.50
Postal Annex                             1,600             11/07            23,200                  14.50
Oxford Cleaners                          1,500             12/09            21,750                  14.50
El Jalisco                               4,000             01/10            48,000                  12.00
Bi-Lo                                   46,673             10/19           406,522                   8.71


                                       135


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

SHOPS AT FOREST COMMONS, ROUND ROCK, TEXAS

     We purchased an existing shopping center known as Shops at Forest Commons,
containing 34,756 gross leasable square feet. The center is located at Gattis
School Road and CR 12 in Round Rock, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $7,505,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$216 per square foot of leasable space.

     We anticipate purchasing this property with our own funds and assumption of
the existing mortgage debt on the property. The outstanding balance on the
mortgage debt is approximately $5,250,000. This loan requires monthly principal
and interest payments based on a fixed interest rate of 6.34% per annum. The
loan matures in September 2013.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Blockbuster Video, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Blockbuster
  Video                          4,000            12             18.00            01/03            12/07


     For federal income tax purposes, the depreciable basis in this property
will be approximately $5,629,800. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Shops at Forest Commons was built during 2002. As of December 1, 2004, this
property was 100% occupied, with a total 34,756 square feet leased to 16
tenants. The following table sets forth certain information with respect to
those leases:

                                       136




                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Scap Stop                                2,226             09/07            40,068                  18.00
Austin's Pizza                           1,442             11/07            25,956                  18.00
Subway                                   1,602             11/07            28,836                  18.00
Blockbuster Video                        4,000             12/07            72,000                  18.00
Moondance Wine and Spirit                3,162             12/07            56,916                  18.00
Post Net                                 1,522             12/07            28,918                  19.00
Reid's Cleaners                          1,242             12/07            22,356                  18.00
Nail & Skin                              1,362             12/07            27,240                  20.00
Cost Cutters                             1,522             01/08            27,396                  18.00
TCBY                                     1,282             01/08            25,640                  20.00
Common Grounds (Coffee
  House)                                 2,228             04/08            40,104                  18.00
Bamboo Cafe                              2,721             05/08            54,420                  20.00
Niblocks ATA Black B                     2,424             07/08            43,632                  18.00
VP Salon & Gifts                         2,684             08/08            48,312                  18.00
Cardsmart                                2,645             11/09            47,610                  18.00
St. David's                              2,692             05/10            48,456                  18.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PLACENTIA TOWN CENTER, PLACENTIA, CALIFORNIA

     We purchased 110,962 gross leasable square feet of a 142,666 square foot
existing shopping center known as Placentia Town Center. The center is located
at Yorba Linda Boulevard and Kraemer Boulevard in Placentia, California.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $24,865,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$224 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Ross Dress for Less, OfficeMax and Bank of America, each
lease more than 10% of the total gross leasable area of the portion of the
property we purchased. The leases with these tenants require the tenants to pay
base annual rent on a monthly basis as follows:

                                       137




                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Ross Dress for Less              26,400           24             12.75            12/95            01/06

OfficeMax                        24,768           22             12.00            01/97            12/11

Bank of America                  11,162           10             22.44            05/75            05/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $18,649,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Placentia Town Center was built in 1973 and redeveloped in 2000. As of
December 1, 2004, the portion of the property we purchased was 100% occupied,
with a total 110,962 square feet leased to 21 tenants. The following table sets
forth certain information with respect to those leases:



                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Bagel Me                                 2,000             01/05            50,148                  25.07
Baskin Robbins                           1,117             04/05            26,808                  24.00
Beauty Avenue                            4,720             09/05            84,205                  17.84
Courtesy Cleaners                        1,200             10/05            25,896                  21.56
Ross Dress for Less                     26,400             01/06           336,600                  12.75
Don's Shoe Repair                          480             01/08            12,115                  25.24
Suntan Shop                              2,000             04/08            47,841                  23.92
KC Nails                                 1,080             06/08            17,304                  16.02
One N One Clothing                       2,950             08/08            55,209                  18.71
Ha-P Discount                            4,130             11/08            64,428                  15.60
Paolini's                                3,940             06/09            59,100                  15.00
Whole Enchilada                          2,580             07/09            42,500                  16.47
Tossed Board Shop                        2,596             09/09            52,335                  20.16
Jewels by Justin                         2,360             10/09            37,620                  15.94
Kwon's Olympic Tae Kwon
  Do                                     1,800             12/09            23,362                  12.98
Huntington Learning Center               3,304             01/10            65,419                  19.80
Philly's Best                            1,525             12/10            42,410                  27.81
OfficeMax                               24,768             12/11           297,216                  12.00
Wok Experience                           1,915             10/13            62,142                  32.45
Bank of America                         11,162             05/14           250,475                  22.44
Marie Callender's                        8,935             10/14           128,160                  14.34


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       138


NORTHWOODS SHOPPING CENTER, WESLEY CHAPEL, FLORIDA

     We purchased a portion of a newly constructed shopping center known as
Northwoods Shopping Center, consisting of 96,151 gross leasable square feet. We
purchased 74,647 gross leasable square feet (which includes 3,150 square feet of
ground lease space) and intend to purchase the remaining 21,504 square feet when
construction has been completed and the tenants have commenced paying rent for
the remaining portion. The center is located Bruce B. Downs Boulevard and County
Line Road in Wesley Chapel, Florida.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the portion we purchased was approximately $13,963,800 and
the remaining portion will be approximately $6,386,000. This amount may increase
by additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost for the portion we
purchased was approximately $212 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Marshalls and PETCO, each lease more than 10% of the total
gross leasable area of the portion of the property we purchased. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Marshalls                        30,000           31              7.95            08/03            07/13

PETCO                            15,257           16             15.25            11/02            11/12


     For federal income tax purposes, the depreciable basis in the portion of
the property we purchased will be approximately $10,473,000 and will be
approximately $15,263,000 once we have purchased the remaining portion. When we
calculate depreciation expense for tax purposes, we will use the straight-line
method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Northwoods Center was built between 2002 and 2004. As of December 1, 2004,
the portion of the property we purchased was 100% occupied, with a total 74,647
square feet leased to 15 tenants and one ground lease tenant. The following
table sets forth certain information with respect to those leases:



                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Nails on Nails                           1,139             12/07            27,336                  24.00
Hair Masters                             1,106             01/08            24,332                  22.00


                                       139




                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Art Mart                                 1,301             02/08            28,622                  22.00
Post Net                                 1,302             02/08            27,459                  21.09
EB Games                                 2,000             04/08            50,000                  25.00
Leslie's Poolmart, Inc.                  2,269             12/08            51,053                  22.50
Washington Mutual Bank                   4,000             04/09           104,000                  26.00
Pizza Suprema II                         2,304             03/10            46,080                  20.00
Dr. Jiminez                              1,700             04/10            35,700                  21.00
PETCO                                   15,257             11/12           232,669                  15.25
Futons, Etc.                             2,500             12/12            52,500                  21.00
Ho's Chinese                             1,019             01/13            22,418                  22.00
Honey Baked Ham                          2,800             06/13            61,600                  22.00
Marshalls                               30,000             07/13           238,500                   7.95
Payless Shoesource                       2,800             11/13            50,008                  17.86
Arby's (Ground Lease)                    3,150             03/23            54,999                    N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

GATEWAY STATION, COLLEGE STATION, TEXAS

     We purchased a portion of a newly constructed shopping center known as
Gateway Station, consisting of 23,438 gross leasable square feet. We purchased
19,537 gross leasable square feet and intend to purchase the remaining 3,901
square feet when construction has been completed and the tenants have commenced
paying rent for the remaining portion. The center is located at 1501 University
Drive at Loop 6 in College Station, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the portion we purchased was approximately $5,093,400 and
the remaining portion will be approximately $1,407,000. This amount may increase
by additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost for the portion we
purchased was approximately $261 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Five tenants, Kirkland's, Talbots, Joseph A. Banks, Chico's and Heartworks,
each lease more than 10% of the total gross leasable area of the portion of the
property we purchased. The leases with these tenants require the tenants to pay
base annual rent on a monthly basis as follows:

                                       140




                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    

Kirkland's                       5,000            20             22.00            06/04            01/15

Talbots                          4,200            20             18.00            08/04            01/15

Joseph A. Banks                  3,905            10             20.00            06/04            01/15

Chico's                          2,740            10             20.00            06/04            06/09

Heartworks                       2,191            10             25.00            12/04            11/09


     For federal income tax purposes, the depreciable basis in the portion of
the property we purchased will be approximately $3,820,000 and will be
approximately $4,875,000 once we purchase the remaining portion. When we
calculate depreciation expense for tax purposes, we will use the straight-line
method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Gateway Station was built during 2003 and 2004. As of December 1, 2004, the
portion of the property we purchased was 100% occupied, with a total 19,537
square feet leased to six tenants. The following table sets forth certain
information with respect to those leases:



                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                   Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                        
Chico's                                  2,740             06/09            54,806                  20.00
Heartworks                               2,191             11/09            54,774                  25.00
Douglas Jewelers                         1,754             03/10            43,850                  25.00
Kirkland's                               5,000             01/15           110,000                  22.00
Talbots                                  4,200             01/15            75,600                  18.00
Joseph A. Banks                          3,905             01/15            78,100                  20.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

EDGEMONT TOWN CENTER, HOMEWOOD, ALABAMA

     We purchased an existing shopping center known as Edgemont Town Center,
containing 77,655 gross leasable square feet. The center is located at 411 Green
Springs Highway in Homewood, Alabama.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $15,639,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$201 per square foot of leasable space.

                                       141


     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of nay
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Publix                           44,840           58             12.00            11/03            12/23


     For federal income tax purposes, the depreciable basis in this property
will be approximately $11,729,000. When we calculate depreciation expense for
tax purposes, we will sue the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Edgemont Town Center was built in 2003. As of December 1, 2004, this
property was 95% occupied, with a total 74,055 square feet leased to 15 tenants.
The following table sets forth certain information with respect to those leases:



                                      Approximate                                            Base Rent Per
                                       GLA Leased                       Current Annual      Square Foot Per
Lessee                                  (Sq. Ft.)       Lease Ends          Rent ($)            Annum ($)
-------------------------------------------------------------------------------------------------------------
                                                                                     
Nextel Communications                    1,360             11/06             25,840              19.00
Crown Jewelry                            1,600             11/08             30,400              19.00
Mr. Burch Formalwear, Inc.               2,000             11/08             38,000              19.00
Pet Supplies Plus                        6,000             12/08            114,000              19.00
Firehouse Subs                           1,600             12/08             30,400              19.00
Headstart Family Hair Salons             1,680             01/09             23,940              14.25
Mobility Central, Inc.                   1,600             02/09             30,400              25.00
Sally Beauty Supplies                    1,615             08/09             32,300              20.00
EB Games                                 1,200             10/09             30,000              25.00
L.V. Nails                               1,360             11/13             25,840              19.00
Hunan Wok                                1,600             02/14             30,400              19.00
Qdoba Mexican Grill*                     2,400             12/14             60,000              25.00
Bama Wings*                              1,200             12/14             30,000              25.00
Deep South Barbecue*                     4,000             01/15             76,000              19.00
Publix                                  44,840             12/23            538,080              12.00


* Ten year lease term has not yet commenced, however, the expiration date may
change based upon the tenant's actual occupancy date.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for

                                       142


such expenses is limited in some way, usually so that their liability for such
expenses does not exceed a specified amount.

UNIVERSITY TOWN CENTER, TUSCALOOSA, ALABAMA

     We purchased an existing shopping center known as University Town Center,
containing 57,250 gross leasable square feet. The center is located at 1190
University Boulevard in Tuscaloosa, Alabama.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $10,569,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$185 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Publix                           28,800           50             13.85            06/04            06/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $7,927,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     University Town Center was built in 2002. As of December 1, 2004, this
property was 100% occupied, with a total 57,250 square feet leased to 15
tenants. The following table sets forth certain information with respect to
those leases:



                                      Approximate                                            Base Rent Per
                                       GLA Leased                       Current Annual      Square Foot Per
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Annum ($)
-------------------------------------------------------------------------------------------------------------
                                                                                     
Sun and Soul                             3,665             09/07             62,305               17.00
Movie Gallery                            2,411             10/07             40,987               17.00
The UPS Store                            2,479             12/07             44,622               18.00
Cold Stone Creamery                      1,713             01/08             39,399               23.00
Firehouse Subs                           1,827             01/08             34,713               19.00
Bad Ass Coffee                           1,947             02/08             44,781               23.00
Headstart Family Hair Salons             1,485             02/08             34,155               23.00
Southtrust Bank (ATM)                       42             04/08              7,800              185.71


                                       143




                                      Approximate                                            Base Rent Per
                                       GLA Leased                       Current Annual      Square Foot Per
Lessee                                  (Sq. Ft.)       Lease Ends          Rent ($)            Annum ($)
-------------------------------------------------------------------------------------------------------------
                                                                                      
Private Gallery                          1,964             09/08             45,172               23.00
Nail Club                                1,449             02/09             27,531               19.00
The Buzz                                 1,378             03/09             26,871               19.50
University Wireless                      3,022             07/09             57,418               19.00
Qdoba Mexican Grill                      2,641             11/12             60,743               23.00
Hud Guthrie's                            2,427             12/12             46,113               19.00
Publix                                  28,800             06/24            398,880               13.85


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ZURICH TOWERS, SCHAUMBURG, ILLINOIS

     We purchased two connecting, 20 story, tower office buildings, containing
approximately 895,418 gross leasable square feet. The towers are located at
1400-1450 E. American Lane in Schaumburg, Illinois.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $138,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$154 per square foot of leasable space.

     We purchased this property with our own funds. On November 23, 2004, we
obtained financing in the amount of $81,420,000. The loan requires interest only
payments at an annual rate of 4.247% and matures in December 2034.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of its lease.

     One tenant, Zurich American Insurance Company, leases 100% of the total
gross leasable area of the property. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis over the next twelve years as
follows:



                                                                Base Rent
                    Approximate      % of        Current        Per Square
                    GLA Leased       Total        Annual         Foot Per       Renewal            Lease Term
Lessee               (Sq. Ft.)        GLA        Rent ($)       Annum ($)       Options      Beginning        To
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Zurich American
  Insurance
  Company             895,418         100       8,883,864          9.92         5/5 yr.        12/04         11/16


                                       144


     For federal income tax purposes, the depreciable basis in this property is
approximately $103,500,000. When we calculate depreciation expense for tax
purposes, we will sue the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

OSWEGO COMMONS, OSWEGO, ILLINOIS

     We purchased a portion of an existing shopping center known as Oswego
Commons. This transaction is comprised of 188,150 gross leasable square feet.
The center is located at 3080 Route 34 in Oswego, Illinois.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $35,022,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$186 per square foot of leasable space.

     We purchased this property with our own funds. On November 23, 2004, we
obtained financing in the amount of $19,262,100. The loan requires interest only
payments at an annual rate of 4.75% and matures in December 2011.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Dominick's, T.J. Maxx and OfficeMax, each lease more than
10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Dominick's                       65,844           35             12.21            03/02            03/22

T.J. Maxx                        28,144           15             10.20            10/02            09/12

OfficeMax                        20,015           11             14.00            11/03            10/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $26,267,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Oswego Commons was constructed in phases from 2002 to 2004. As of December
1, 2004, this property was 98% occupied, with a total 183,950 square feet leased
to 21 tenants. The following table sets forth certain information with respect
to those leases:

                                       145




                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                  Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                      
3 Day Blinds                             1,802             09/07            44,100                24.47
Quizno's                                 1,612             09/07            36,864                22.87
Lee Nails                                  919             10/07            22,938                24.96
EB Games                                 2,015             01/08            47,352                23.50
All Cleaners                             1,100             01/08            28,920                26.29
Lemstone                                 2,334             10/08            44,340                19.00
American Mattress                        4,200             03/09            92,400                22.00
Oreck Home Care                          1,500             05/09            34,500                23.00
Hallmark                                 4,413             01/10            72,240                16.37
T-Mobile                                 1,920             12/11            57,900                30.16
Great Clips                              1,163             07/12            27,660                23.78
Panera Bread                             4,200             09/12            96,600                23.00
T.J. Maxx                               28,144             09/12           287,000                10.20
Coldstone Creamery                       1,400             01/13            33,600                24.00
Payless Shoes                            2,496             02/13            52,416                21.00
Famous Footwear                          9,773             03/13           134,376                13.75
Party City                              12,012             03/13           176,448                14.69
PETCO                                   13,788             10/13           181,308                13.15
Zales Jewelry                            3,300             04/14            79,200                24.00
OfficeMax                               20,015             10/18           280,200                14.00
Dominick's                              65,844             03/22           804,000                12.21


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

FOX CREEK VILLAGE, LONGMONT, COLORADO

     We purchased a newly constructed shopping center known as Fox Creek
Village, containing 139,730 gross leasable square feet which includes 39,200
square feet of ground lease space. The center is located at 1601 Pace Street and
815 East 175th Avenue in Longmont, Colorado.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $20,883,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$149 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       146


     One tenant, King Soopers, leases more than 10% of the total gross leasable
area of the property under a lease and a ground lease. The leases with this
tenant require the tenant to pay base annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
King Soopers                     68,657           49             10.12            11/03            11/23

King Soopers
  Fuel Site
  (Ground Lease)                 29,200           21               N/A            11/03            11/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $15,750,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Fox Creek Village was built during 2003 and 2004. As of December 1, 2004,
this property was 86% occupied, with a total 120,162 square feet leased to 12
tenants and two ground lease tenants. The following table sets forth certain
information with respect to those leases:



                                      Approximate                          Current          Base Rent Per Square
                                      GLA Leased                            Annual                  Foot
Lessee                                 (Sq. Ft.)        Lease Ends         Rent ($)             Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                      
Caliber Cleaners                         1,300             02/09            29,904                23.00
Cost Cutters                             1,300             02/09            29,904                23.00
Nicolo's Chicago Style
  Pizza                                  2,477             02/09            54,504                22.00
Eyeluminations                           1,400             02/09            30,804                22.00
Subway                                   1,580             03/09            34,764                22.00
Starbucks Coffee                         1,500             06/09            40,500                27.00
Hi-Fi Nails                              1,300             05/09            29,904                23.00
Shape Up to Ship Out                     1,300             05/09            27,300                21.00
Squeeze International                    1,400             08/09            31,500                22.50
PostNet                                  1,300             09/09            28,596                22.00
Vino Cellars Wine & Liquor               3,948             01/14            82,908                21.00
King Soopers Fuel Site
  (Ground Lease)                        29,200             11/18            20,000                  N/A
King Soopers                            68,657             11/23           695,100                10.12
World Savings Bank
  (Ground Lease)                         3,500             08/24            88,000                  N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       147


PUBLIX SHOPPING CENTER, MT. PLEASANT, SOUTH CAROLINA

     We purchased a newly constructed shopping center known as Publix Shopping
Center, containing 63,916 gross leasable square feet. The center is located at
US Highway 17 and Park West boulevard in Mt. Pleasant, South Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $12,047,000. These amounts may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$188 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                              Base Rent
                              Approximate                     Per Square
                               GLA Leased     % of Total       Foot Per                 Lease Term
Lessee                         (Sq. Ft.)         GLA          Annum ($)         Beginning           To
------------------------------------------------------------------------------------------------------------
                                                                                    
Publix                           44,840           70             11.50            04/04            04/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,035,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Publix Center is newly constructed and was completed during 2004. As of
December 1, 2004, the property was 95% occupied with a total of 60,510 square
feet leased to 11 tenants. The following table sets forth certain information
with respect to those leases:



                                                                                                         Base Rent
                                       Approximate                                       Current        Per Square
                                        GLA Leased        Lease        Renewal         Annual Rent       Foot Per
Lessee                                  (Sq. Ft.)         Ends         Options             ($)           Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                            
O'Neill Liquor                             1,427          05/09        1/4 yr.            25,814           18.09
Dry Clean USA                              1,056          06/09        2/5 yr.            20,592           19.50
Homeflix/Zone 3
  Entertainment                            3,756          06/09        3/4 yr.            67,608           18.00
Dr. Joe Marcuvich,
  Chiropractor                             1,414          07/09        2/5 yr.            27,573           19.50
Cellular Wireless                          1,000          08/09           -               21,500           21.50
Pak Mail                                     970          08/09           -               20,855           21.50
Chinese Restaurant                         1,656          08/09        1/5 yr.            33,120           20.00


                                       148




                                                                                                         Base Rent
                                       Approximate                                       Current        Per Square
                                        GLA Leased        Lease        Renewal         Annual Rent       Foot Per
Lessee                                  (Sq. Ft.)         Ends         Options             ($)           Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                            
Lady Fitness Center                        1,502          09/09        1/5 yr.            28,538           19.00
Nail Salon                                 1,014          09/09        1/5 yr.            20,280           20.00
The Salon at Parkwest                      1,875          10/09           -               36,563           19.50
Publix                                    44,840          04/24        6/5 yr.           515,660           11.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

WINCHESTER COMMONS, MEMPHIS, TENNESSEE

     We purchased an existing shopping center known as Winchester Commons,
containing 93,024 gross leasable square feet. The center is located on 7956
Winchester Road, in Memphis, Tennessee.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $13,023,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$140 per square foot of leasable space.

     We purchased this property with our own funds. On November 15, 2004, we
obtained financing in the amount of $7,235,000. The loan requires interest only
payments at an annual rate of 5.12% and matures in December 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kroger, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                 Approximate                              Base Rent Per
                                 GLA Leased          % of Total           Square Foot Per          Lease Term
Lessee                           (Sq. Ft.)           GLA                  Annum ($)           Beginning      To
------------------------------------------------------------------------------------------------------------------
                                                                                            
Kroger                              59,670                64                  8.24              05/99      04/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,767,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Winchester Commons was built in 1999. As of December 1, 2004, this property
was 98% occupied, with a total 91,424 square feet leased to 15 tenants. The
following table sets forth certain information with respect to those leases:

                                       149




                                                                                                       Base Rent Per
                                      Approximate                                         Current       Square Foot
                                       GLA Leased         Lease         Renewal         Annual Rent      Per Annum
Lessee                                 (Sq. Ft.)          Ends          Options             ($)             ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                            
The Steak Escape                           1,600          01/05         2/5 yr.            26,800          16.75
Shirley's Hallmark                         4,400          02/05         3/5 yr.            52,800          12.00
The Wine Cellar                            4,000          03/06            -               68,000          17.00
China Dragon Restaurant                    2,400          10/06         1/5 yr.            39,600          16.50
Opportunity Mortgage
  (A+ Wireless)                            1,534          12/06            -               24,544          16.00
Dental Partners of Tennessee               2,000          02/07         1/6 yr.            35,500          17.75
Sunsations                                 1,600          07/07            -               28,000          17.50
Greg Pickett Golf                          1,600          01/09         1/5 yr.            28,272          17.67
The UPS Store                              2,000          01/09            -               34,000          17.00
Southwinds Cleaners                        1,600          01/09            -               27,600          17.25
Fantastic Sam's                            1,600          05/09            -               30,000          18.75
Nextel Communications                      1,600          05/09         1/5 yr.            33,600          21.00
East End Grill                             3,600          07/09         1/5 yr.            59,400          16.50
For Your Eyes Only                         2,220          09/09            -               39,960          18.00
Kroger                                    59,670          04/19         6/5 yr.           491,760           8.24


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

MANSFIELD TOWNE CROSSING, MANSFIELD, TEXAS

     We purchased 95,227 square feet of a newly constructed shopping center
known as Mansfield Towne Crossing, which will contain 111,651 gross leasable
square feet of which 4,500 square feet is ground lease space. The center is
located at Highway 287 and Debbie Lane, in Mansfield, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the entire property will be approximately $19,967,700. Our
acquisition cost for the portion we purchased was approximately $16,055,000.
This amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost for the entire property will be approximately $178 per square foot of
leasable space.

     We purchased this property with our own funds. On November 12, 2004, we
obtained financing in the amount of $10,982,300. The loan requires interest only
payments at an annual rate of 5.215% and matures in December 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Ross Dress for Less and Staples, will lease more than 10% of
the total gross leasable area of the property. The leases with these tenants
require the tenants to pay base annual rent on a monthly basis as follows:

                                       150




                                                               Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                   Lease Term
Lessee                      (Sq. Ft.)          GLA             Annum ($)            Beginning          To
-------------------------------------------------------------------------------------------------------------
                                                                                      
Ross Dress for
  Less                       30,187             27                9.25                05/04          01/15

Staples                      20,388             18               10.50                08/03          08/18


     For federal income tax purposes, the depreciable basis in this property
when completed will be approximately $14,976,000. When we calculate depreciation
expense for tax purposes, we will use the straight-line method. We depreciate
buildings and improvements based upon estimated useful lives of 40 and 20 years,
respectively.

     Mansfield Towne Crossing was newly constructed in 2003 and 2004. As of
December 1, 2004, the portion of the property we purchased was 100% occupied,
with a total 95,227 square feet leased to 19 tenants and one ground lease
tenant, and is currently leasing up the remaining retail space within the
shopping center. The following table sets forth certain information with respect
to those leases:



                                   Approximate                                        Current         Base Rent Per
                                    GLA Leased                        Renewal          Annual          Square Foot
Lessee                              (Sq. Ft.)        Lease Ends       Options         Rent ($)        Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
AT & T Wireless                       2,500            07/08          1/5 yr.          55,000             22.00
EB Games                              1,500            09/08          2/5 yr.          31,500             21.00
The Cash Store                        1,600            09/08          2/5 yr.          30,400             19.00
Sport Clips                           1,440            10/08          2/5 yr.          30,240             21.00
GNC                                   1,200            01/09          2/5 yr.          22,800             19.00
Luxury Nails                          1,013            02/09          2/5 yr.          20,260             20.00
Dr. Michael Polson                    1,060            05/09          1/5 yr.          20,140             19.00
Robertson Pools                       1,440            06/09          2/5 yr.          25,920             18.00
Bath Junkie                           1,200            06/09          2/5 yr.          22,800             19.00
Sally Beauty Supplies                 1,600            07/09          2/5 yr.          27,200             17.00
Subway                                1,600            08/09          2/5 yr.          28,800             18.00
Creekside Collections                 3,811            09/09          1/5 yr.          62,882             16.50
Zales Jewelers                        3,000            11/13          3/5 yr.          64,500             21.50
Payless Shoesource                    3,000            03/14          2/5 yr.          54,000             18.00
Famous Footwear                       8,000            07/14          3/5 yr.         120,000             15.00
Pier 1 Imports                       10,807            08/14          2/5 yr.         162,105             15.00
Ross Dress for Less                  30,068            01/15          5/5 yr.         278,129              9.25
Staples                              20,388            08/18          3/5 yr.         214,074             10.50
Mansfield Urgent Care*                3,000            09/09                           58,500             19.50
Regions Bank (Ground
  Lease)*                             4,500            09/23                           75,000               N/A


* Tenant has leased space in the portion of the property we have not yet
purchased. The lease has not commenced as of December 1, 2004.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for

                                       151


such expenses is limited in some way, usually so that their liability for such
expenses does not exceed a specified amount.

ACADEMY SPORTS & OUTDOORS, MIDLAND, TEXAS

     We purchased a newly constructed freestanding retail center known as
Academy Sports & Outdoors, containing 61,150 gross leasable square feet. The
center is located at 5312 West Wadley Avenue in Midland, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $4,250,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $70
per square foot of leasable space.

     We purchased this property with our own funds. On December 2, 2004, we
obtained financing in the amount of $2,337,500. The loan requires interest only
payments at an annual rate of 5.12% and matures in January 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their lease.

     One tenant, Academy Sports & Outdoors, will lease 100% of the total gross
leasable area of the property. The lease term will be determined in accordance
with the tenant's commencement date. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                           Approximate                       Current        Base Rent Per
                            GLA Leased     % of Total         Annual       Square Foot Per          Lease Term
Lessee                      (Sq. Ft.)          GLA           Rent ($)         Annum ($)         Beginning     To
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Academy Sports
  & Outdoors                 61,150            100           340,000             5.56             10/04      10/14
                                                             374,000             6.12             11/14      10/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $3,188,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

CVS PHARMACY, SYLACAUGA, ALABAMA

     We purchased a newly constructed 10,055 square foot retail building, leased
to CVS Pharmacy. The center is located at 2 North Broadway Avenue in Sylacauga,
Alabama.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $3,066,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$305 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

                                       152


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their lease.

     One tenant, CVS Pharmacy, leases 100% of the total gross leasable area of
the property. The lease with this tenant requires the tenant to pay base annual
rent on a monthly basis as follows:



                                                                      Base Rent
                          Approximate      % of        Current       Per Square
                          GLA Leased       Total        Annual        Foot Per       Renewal        Lease Term
                           (Sq. Ft.)        GLA        Rent ($)       Annum ($)      Options     Beginning    To
---------------------------------------------------------------------------------------------------------------------
                                                                                        
CVS Pharmacy                10,055          100        231,164          22.99           -          08/04     01/30


     For federal income tax purposes, the depreciable basis in this property
will be approximately $2,299,500. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

GURNEE TOWN CENTER, GURNEE, ILLINOIS

     We purchased an existing shopping center known as Gurnee Town Center,
containing 179,602 gross leasable square feet. The center is located at 7105
Grand Avenue in Gurnee, Illinois.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $44,256,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$246 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Linens 'N Things, Old Navy, Borders Books & Music and Cost
Plus World Market, each lease more than 10% of the total gross leasable area of
the property. The leases with these tenants require the tenants to pay base
annual rent on a monthly basis as follows:



                               Approximate                               Base Rent Per
                                GLA Leased            % of Total        Square Foot Per              Lease Term
Lessee                          (Sq. Ft.)                 GLA              Annum ($)          Beginning        To
---------------------------------------------------------------------------------------------------------------------
                                                                                               
Linens 'N Things                    34,000                19                 11.50              12/00         01/06
                                                                             12.50              02/06         01/11

Old Navy                            25,090                14                 14.00              02/01         01/06


                                       153




                               Approximate                               Base Rent Per
                                GLA Leased            % of Total        Square Foot Per             Lease Term
Lessee                          (Sq. Ft.)                 GLA              Annum ($)          Beginning        To
-------------------------------------------------------------------------------------------------------------------
                                                                                               
Borders Books &
  Music                             24,878                14                 16.00              10/00         10/05
                                                                             17.00              11/05         10/10
                                                                             19.36              11/10         10/15
                                                                             21.30              11/15         01/21

Cost Plus World
  Market                            18,300                10                 13.50              10/00         01/03
                                                                             14.00              02/03         01/06
                                                                             14.50              02/06         01/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $33,192,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Gurnee Towne Center was built during 2000. As of December 1, 2004, this
property was 96% occupied, with a total 172,188 square feet leased to 26
tenants. The following table sets forth certain information with respect to
those leases:



                                      Approximate                                                     Base Rent Per
                                      GLA Leased                      Renewal     Current Annual       Square Foot
Lessee                                 (Sq. Ft.)      Lease Ends      Options        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Earthly Goods                             2,300          12/05        2/5 yr.           42,550            18.50
Oreck Floor Care Centers                  1,600          01/06        1/5 yr.           35,200            22.00
Old Navy                                 25,090          01/06        2/5 yr.          251,260            14.00
Quizno's Classic Subs                     1,600          02/06        2/5 yr.           44,800            28.00
Famous Footwear                           8,650          01/06        4/5 yr.          155,700            18.00
Hallmark Creations                        6,405          02/06        3/5 yr.          115,290            18.00
Supercuts                                 1,200          05/06        3/5 yr.           33,600            28.00
After Hours Formalwear                    1,050          06/06        2/5 yr.           31,500            30.00
Salon Jazz                                1,785          08/06        1/5 yr.           48,195            27.00
Cali Nails                                1,000          11/06        1/5 yr.           30,000            30.00
Towne Vision Center                       1,360          12/06        1/5 yr.           40,800            30.00
RadioShack                                2,700          02/07        2/5 yr.           81,000            30.00
Slott's Hots                              2,000          09/07        2/5 yr.           67,900            33.95
Linens 'N Things                         34,000          01/11        2/5 yr.          391,000            11.50
Cost Plus World Market                   18,300          01/11        3/5 yr.          256,200            14.00
PPG Architectural Finishes                4,000          01/11        2/5 yr.           76,000            19.00
AT&T Wireless                             2,800          01/11        2/5 yr.           72,800            26.00
Panda Express                             2,240          02/11        2/5 yr.           62,720            28.00
Starbucks                                 2,500          03/11        2/5 yr.           75,000            30.00
Signature Cleaner                         1,600          04/11        2/5 yr.           48,000            30.00
Bedding Experts                           3,500          04/11        2/5 yr.          105,000            30.00
Giordano's                                3,200          07/11        4/5 yr.           96,000            30.00


                                       154




                                      Approximate                                                    Base Rent Per
                                      GLA Leased                      Renewal     Current Annual      Square Foot
Lessee                                 (Sq. Ft.)      Lease Ends      Options        Rent ($)        Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Bath & Body Works                         2,340          01/12        2/5 yr.           51,480            22.00
The Avenue                                5,250          01/13        4/5 yr.           94,500            18.00
Pier 1 Imports                           10,840          08/13        2/5 yr.          217,340            20.05
Borders Books & Music                    24,878          01/21        4/5 yr.          398,048            16.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ACADEMY SPORTS & OUTDOORS, PORT ARTHUR, TEXAS

     We purchased a newly constructed freestanding retail center known as
Academy Sports & Outdoors, containing 61,001 gross leasable square feet. The
center is located at Memorial Boulevard at Highway 365 in Port Arthur, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $5,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $82
per square foot of leasable space.

     We purchased this property with our own funds. On November 1, 2004, we
obtained financing in the amount of $2,775,000. The loan requires interest only
payments at an annual rate of 5.12% and matures in November 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Academy Sports & Outdoors, will lease 100% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                           Approximate                                       Base Rent Per
                           GLA Leased       % of Total       Annual         Square Foot Per          Lease Term
                            (Sq. Ft.)          GLA          Rent ($)           Annum ($)        Beginning      To
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Academy Sports
  & Outdoors                 61,001            100           400,000             6.56             10/04       10/12
                                                             440,000             7.21             11/12       10/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $3,750,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

                                       155


PLAZA AT RIVERLAKES, BAKERSFIELD, CALIFORNIA

     We purchased an existing shopping center known as Plaza at Riverlakes,
containing 102,836 gross leasable square feet. The center is located at Hageman
Road and Calloway Drive in Bakersfield, California.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $17,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$165 per square foot of leasable space.

     We purchased this property with our own funds. However, we expect to place
financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Ralph's Grocery Store, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                 Approximate                              Base Rent Per
                                 GLA Leased           % of Total         Square Foot Per          Lease Term
Lessee                            (Sq. Ft.)               GLA              Annum ($)          Beginning      To
---------------------------------------------------------------------------------------------------------------------
                                                                                             
Ralph's Grocery Store               58,000                56                  6.03              11/01       11/26


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,050,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Plaza at Riverlakes was built during 2001. As of December 1, 2004, this
property was 100% occupied, with a total 102,836 square feet leased to 22
tenants. The following table sets forth certain information with respect to
those leases:



                                      Approximate                                                    Base Rent Per
                                      GLA Leased       Lease       Renewal        Current Annual      Square Foot
Lessee                                 (Sq. Ft.)       Ends        Options           Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Jane's Jewelers                           1,170        12/04        1/5 yr.             23,868            20.40
State Farm Insurance                      1,170        12/04        1/4 yr.             24,300            20.77
Team Gear                                 1,463        01/06        1/3 yr.             28,944            19.78
Coldwell Banker                           2,260        07/06        2/1 yr.             45,288            20.04
Movie Gallery                             4,800        11/06        1/5 yr.            103,680            21.60
Pacific West Wireless                     1,495        12/06        1/5 yr.             31,392            21.00
Desired Image Tanning
  Salon                                   1,275        02/07           -                26,772            21.00
Angel Food Donuts                         1,268        02/07        1/5 yr.             24,684            19.47


                                       156




                                      Approximate                                                    Base Rent Per
                                      GLA Leased      Lease         Renewal        Current Annual     Square Foot
Lessee                                 (Sq. Ft.)       Ends         Options           Rent ($)       Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Supercuts                                 1,202        02/07        1/5 yr.             26,916            22.39
One House Martinizing                     1,200        04/07        1/5 yr.             26,208            21.84
Miss Holiday                              1,360        06/07        1/3 yr.             24,480            18.00
R.J.'s at Riverlakes                      2,500        08/07        1/5 yr.             54,621            21.85
Teaze Salon                               1,885        10/07        1/5 yr.             30,028            15.93
Xanders Grill                             2,000        10/07        1/5 yr.             42,012            21.01
Planet Smoothie                           1,490        09/09                            29,508            19.80
Wells Fargo Financial                     1,925        09/09        1/5 yr.             41,580            21.60
Dewar's Candy Shop                        2,885        12/11        2/5 yr.             48,468            16.80
Baja Fresh Mexican Grill                  3,010        03/13        3/5 yr.             61,404            20.40
Fitness 19                                7,200        03/13        2/5 yr.            127,728            17.74
The UPS Store                             1,778        05/13        2/5 yr.             37,344            21.00
Quick One Chinese                         1,500        06/14                            30,060            20.04
Ralph's Grocery Store                    58,000        11/26        7/5 yr.            350,004             6.03


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LAKE MARY POINTE, ORLANDO, FLORIDA

     We purchased an existing shopping center known as Lake Mary Pointe,
containing 51,052 gross leasable square feet. The center is located at U.S.
17-92 and Weldon Boulevard, in Orlando, Florida.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $6,620,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$130 per square foot of leasable space.

     We purchased this property with our own funds. On November 8, 2004, we
obtained financing in the amount of $3,657,500. The loan requires interest only
payments at an annual rate of 5.17% and matures in December 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:

                                       157




                               Approximate                               Base Rent Per
                                GLA Leased            % of Total        Square Foot Per              Lease Term
Lessee                          (Sq. Ft.)                 GLA              Annum ($)          Beginning        To
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Publix                            37,866                  74                  8.60              12/99        12/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $4,965,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Lake Mary Pointe was built in 1999. As of December 1, 2004, this property
was 96% occupied, with a total 48,952 square feet leased to nine tenants. The
following table sets forth certain information with respect to those leases:



                                     Approximate                                      Current         Base Rent Per
                                      GLA Leased                      Renewal       Annual Rent        Square Foot
Lessee                                (Sq. Ft.)      Lease Ends       Options           ($)           Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                          
GNC                                      1,050          12/04            -              21,525           20.50
Hair Cuttery                             1,050          02/05         1/5 yr.           23,931           22.79
Avenue Nails                             1,043          08/05         1/5 yr.           25,623           24.57
Pak Mail Center                          1,050          09/05         1/5 yr.           24,227           23.07
Vivonia's Italian Pizzeria               3,750          09/06         1/5 yr.           84,365           22.50
White Swan Cleaners                      1,050          12/08            -              16,800           16.00
Subway                                   1,050          02/09         3/5 yr.           17,063           16.25
China Cook                               1,043          07/11         1/5 yr.           20,516           19.67
Publix                                  37,866          12/19         6/5 yr.          325,648            8.60


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

AZALEA SQUARE SHOPPING CENTER, SUMMERVILLE, SOUTH CAROLINA

     We purchased a portion of a newly constructed shopping center known as
Azalea Square Shopping Center, containing 395,738 gross leasable square feet
(which includes one ground lease space). We intend to purchase 181,942 square
feet of that shopping center including the ground lease space. The center is
located at U.S. 17-A and Interstate 26 in Summerville, South Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the portion we purchased was approximately $30,012,500.
This amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost for the portion we purchased was approximately $165 per square foot of
leasable space.

     We purchased this property with our own funds. On November 12, 2004, we
obtained financing in the amount of $16,535,000. The loan requires interest only
payments at an annual rate of 5.01% and matures in December 2009.

                                       158


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Five tenants, T.J. Maxx, Linens 'N Things, Ross Dress for Less, Cost Plus
World Market and PETsMART, each lease more than 10% of the total gross leasable
area of the portion of the property we purchased. The leases with these tenants
require the tenants to pay base annual rent on a monthly basis as follows:



                                 Approximate                     Base Rent Per
                                  GLA Leased     % of Total       Square Foot                Lease Term
Lessee                            (Sq. Ft.)          GLA         Per Annum ($)         Beginning          To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
T.J. Maxx                           30,000           16                7.75               07/03           07/08
                                                                       8.25               08/08           07/13

Linens 'N Things                    25,395           14               10.75               09/03           01/09
                                                                      11.00               02/09           01/14

Ross Dress for Less                 30,187           17                9.50               06/03           01/14

Cost Plus World                     18,300           10               12.50               09/04           01/10
  Market                                                              13.50               02/10           01/15

PETsMART                            19,107           11               11.00               08/04           01/10
                                                                      11.75               02/10           01/15
                                                                      12.50               02/15           01/20


     For federal income tax purposes, the depreciable basis in this property
will be approximately $22,509,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Azalea Square was newly constructed in 2003 and 2004. As of December 1,
2004, the property was 97% occupied with a total 177,042 square feet leased to
19 tenants and one ground lease tenant. The following table sets forth certain
information with respect to those leases:




                                                                                    Current         Base Rent Per
                                Approximate GLA         Lease       Renewal       Annual Rent      Square Foot Per
Lessee                          Leased (Sq. Ft.)        Ends        Options           ($)              Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                          
Dress Barn                            8,050             09/08       3/5 yr.         120,750              15.00
Artisan Jewelers                      2,400             10/08       1/5 yr.          59,328              24.72
EB Games                              1,600             10/08       1/5 yr.          36,800              23.00
S&K Menswear                          3,603             10/08       2/5 yr.          64,854              18.00
Sport Clips                           1,200             11/08       2/5 yr.          25,200              21.00
Phone Smart                           1,800             12/08       2/5 yr.          37,800              21.00
Princess Nails                        1,500             04/09       1/5 yr.          36,000              24.00
Marble Slab
  Creamery                            1,200             06/09       1/5 yr.          26,400              22.00
American Mattress                     2,800             08/09       1/5 yr.          64,400              23.00


                                       159




                                                                                    Current          Base Rent Per
                                Approximate GLA         Lease       Renewal       Annual Rent       Square Foot Per
Lessee                          Leased (Sq. Ft.)        Ends        Options           ($)              Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                          
Rococo Bakery                         1,500             10/09       1/5 yr.          27,744              18.50
Hibbett Sporting
  Goods                               5,000             01/10       2/5 yr.          70,000              14.00
T.J. Maxx                            30,000             07/13       3/5 yr.         232,500               7.75
Pier 1 Imports                       10,800             08/13       2/5 yr.         167,400              15.50
Linens 'N Things                     25,395             01/14       3/5 yr.         272,996              10.75
Ross Dress for Less                  30,000             01/14       4/5 yr.         286,776               9.50
Shoe Carnival                         9,000             03/14       2/5 yr.         112,500              12.50
McAllisters Deli                      3,600             06/14       2/5 yr.          75,600              21.00
Cost Plus World
  Market                             18,300             01/15       3/5 yr.         228,750              12.50
PETsMART                             19,107             01/20       4/5 yr.         210,177              11.00
Logans (Ground
  Lease)                                  *             11/23       4/5 yr.          65,000                N/A


*  To be determined

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

DENTON CROSSING, DENTON, TEXAS

     We purchased the completed portion of a shopping center that is still under
construction which is known as Denton Crossing. We purchased 278,840 gross
leasable square feet which had been completed out of approximately 329,663 gross
leasable square feet. The remaining portion of the shopping center will be
completed in stages over the next two years. The center is located at 1800 S.
Loop 288 in Denton, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the portion we purchased was approximately $53,402,000 with
$10,598,000 remaining under contract for completion. These amounts may increase
by additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost for the portion we
purchased was approximately $192 per square foot of leasable space and, upon
completion, we be approximately $194 per square foot of leasable space.

     We purchased this property with our own funds. On December 7, 2004, we
obtained financing in the amount of $35,200,000. The loan requires interest only
payments at an annual rate of 4.30% and matures in January 2010.

     We do not intent to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       160


     Three tenants, Oshman's Sporting Goods, Best Buy and T.J. Maxx, each lease
more than 10% of the total gross leasable area of the property. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                               Base Rent
                          Approximate                         Per Square
                           GLA Leased       % of Total         Foot Per                    Lease Term
Lessee                     (Sq. Ft.)           GLA             Annum ($)            Beginning          To
--------------------------------------------------------------------------------------------------------------
                                                                                      
Oshman's
  Sporting Goods             50,000             18               10.00                12/03          01/14

Best Buy                     30,000             11               12.00                10/03          01/09
                                                                 12.50                02/09          01/14

T.J. Maxx                    28,000             10                9.25                09/03          09/08
                                                                  9.75                10/08          09/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $38,428,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Denton Crossing commenced construction in 2003 and we believe it will be
completed within the next two years. As of December 1, 2004, the portion of the
shopping center we purchased was 92% occupied with a total 257,833 square feet
leased to 27 tenants. The following table sets forth certain information with
respect to those leases:



                                  Approximate                                       Current         Base Rent Per
                                   GLA Leased                       Renewal          Annual          Square Foot
Lessee                             (Sq. Ft.)       Lease Ends       Options         Rent ($)        Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                         
Lane Bryant                          5,000           10/08          3/5 yr.          95,000             19.00
Dress Barn                           8,000           12/08          3/5 yr.         120,000             15.00
Chipolte Mexican Grill               2,578           12/08          4/5 yr.          61,872             24.00
Advance America                      1,440           12/08          2/5 yr.          34,560             24.00
Happy Nails Spa                      1,297           12/08          1/5 yr.          27,237             21.00
Fantasy Nails                        1,200           12/08          1/5 yr.          27,600             23.00
Sally Beauty Supplies                1,600           01/09          3/5 yr.          35,200             22.00
H & R Block                          2,000           01/09          1/5 yr.          47,000             23.50
Roly Poly Rolled
  Sandwiches                         1,200           01/09          2/5 yr.          29,100             24.25
New York Subway                      1,500           01/09          1/5 yr.          33,750             22.50
Sport Clips                          1,400           01/09          2/5 yr.          31,500             22.50
Rice Boxx Asian Cafe                 2,504           03/09          3/5 yr.          65,104             23.50
T-Mobile                             1,873           04/09          1/5 yr.          45,345             24.21
The Mattress Firm                    6,000           05/09          2/5 yr.         147,000             24.50
Old Navy                            14,800           05/09          3/5 yr.         206,460             13.95
Wing Pit                             1,807           08/09          2/5 yr.          45,175             25.00
Wells Fargo Bank                     1,818           08/09          2/5 yr.          45,450             25.00
T.J. Maxx                           28,000           09/13          3/5 yr.         259,000              9.25


                                       161




                                  Approximate                                       Current         Base Rent Per
                                   GLA Leased                       Renewal          Annual          Square Foot
Lessee                             (Sq. Ft.)       Lease Ends       Options         Rent ($)        Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                         
Pier 1 Imports                       9,500           09/13          2/5 yr.         152,000             16.00
Famous Footwear                     10,000           10/13          3/5 yr.         145,000             14.50
Mattress Giant                       4,553           12/13          2/5 yr.         104,719             23.00
Hollywood Video                      6,300           01/14          2/5 yr.         126,000             20.00
Cost Plus World Market              18,300           01/14          3/5 yr.         228,750             12.50
Oshman's Sporting
  Goods                             50,000           01/14          3/5 yr.         500,000             10.00
Bed, Bath & Beyond                  24,000           01/14          3/5 yr.         234,000              9.75
Best Buy                            30,000           01/14          4/5 yr.         360,000             12.00
Michaels                            21,163           02/14          3/5 yr.         222,212             10.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

BED, BATH & BEYOND PLAZA, MIAMI, FLORIDA

     We purchased a shopping center newly constructed during 2003 and 2004 known
as Bed, Bath & Beyond Plaza, containing 97,496 gross leasable square feet. This
center has entered into a 65-year ground lease with the owner of the real
property. We are not acquiring the underlying real property but only the
buildings on the real property and will continue to be under a 65 year ground
lease. The center is located at Northwest 107th Avenue and Northwest 19th Street
in Miami, Florida.

     We purchased this center from an unaffiliated third party. Our total
acquisition cost was approximately $20,350,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$209 per square foot of leasable space.

     We purchased this center with our own funds. On November 12, 2004, we
obtained financing in the amount of $11,192,500. The loan requires interest only
payments at an annual rate of 5.17% and matures in December 2009.

     We do not intend to make significant repairs and improvements to this
center over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Bed, Bath & Beyond, Office Depot, Pier 1 Imports and Party
City, will lease more than 10% of the total gross leasable area of the center.
The leases with these tenants require the tenant to pay base annual rent on a
monthly basis as follows:



                               Approximate                                Base Rent Per
                                GLA Leased            % of Total         Square Foot Per           Lease Term
Lessee                          (Sq. Ft.)                 GLA               Annum ($)         Beginning        To
-------------------------------------------------------------------------------------------------------------------
                                                                                              
Bed, Bath & Beyond                28,053                  29                  13.50             03/04        01/20


                                       162




                               Approximate                                Base Rent Per
                                GLA Leased            % of Total         Square Foot Per           Lease Term
Lessee                          (Sq. Ft.)                 GLA               Annum ($)         Beginning        To
-------------------------------------------------------------------------------------------------------------------
                                                                                              
Office Depot                      16,175                  17                  23.32             08/04        08/14

Pier 1 Imports                    10,582                  11                  25.41             12/03        12/04
                                                                              25.50             01/05        12/08
                                                                              26.50             01/09        12/13

Party City                        10,930                  11                  18.00             09/04        09/07
                                                                              19.62             10/07        09/10
                                                                              21.93             10/10        09/13
                                                                              23.31             10/13        09/14


     For federal income tax purposes, the depreciable basis in this center will
be approximately $15,263,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Bed, Bath & Beyond Plaza is a newly constructed center completed during
2003 and 2004. As of December 1, 2004, the property was 97% occupied, with a
total of 94,544 square feet leased to 14 tenants. The following table sets forth
certain information with respect to those leases:



                                        Approximate                                                   Base Rent Per
                                         GLA Leased                   Renewal       Current Annual     Square Foot
Lessee                                   (Sq. Ft.)      Lease Ends    Options          Rent ($)       Per Annum ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Sally Beauty Supplies                      1,368          05/09       2/5 yr.           34,200            25.00
A+ Nails                                   1,301          05/09       1/5 yr.           36,428            28.00
Bo Concept                                 5,100          06/09       1/5 yr.          122,400            24.00
Young Eye Associates                       1,339          08/09                         37,492            28.00
Sprint PCS                                 3,622          12/10       2/5 yr.          103,227            28.50
Pier 1 Imports                            10,582          12/13       3/5 yr.          268,898            25.41
Starbucks                                  1,402          03/14       3/5 yr.           49,070            35.00
Fuddruckers                                6,000          04/14       4/5 yr.          162,000            27.00
Cargo Kids!                                4,565          04/14       3/5 yr.          118,912            26.05
Moe's Southwestern Grill                   2,400          05/14                         62,400            26.00
Doral Dentist Partners                     1,707          07/14       2/5 yr.           40,968            24.00
Office Depot                              16,175          08/14       4/5 yr.          377,201            23.32
Party City                                10,930          09/14       2/2 yr.          196,740            18.00
                                                                         &
                                                                      2/3 yr.
Bed, Bath & Beyond                        28,053          01/20       4/5 yr.          378,716            13.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       163


GMAC INSURANCE OFFICE BUILDING, WINSTON-SALEM, NORTH CAROLINA

     We purchased a commercial office complex, containing approximately 501,064
of gross leasable square feet. The property is comprised of an 18-story office
building, a six-story office building and various parcels of land that are used
as surface and deck parking lots. The complex is located at 500 West 5th Street
in Winston-Salem, North Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition was approximately $60,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$120 per square foot of leasable space.

     We purchased this property with our own funds. On September 29, 2004, we
obtained financing in the amount of $33,000,000. The loan requires interest only
payments at an annual interest rate of 4.61% and matures October 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of its lease.

     One tenant, GMAC Insurance, leases 100% of the total gross leasable area of
the property. The lease with this tenant requires the tenant to pay base annual
rent on a monthly basis over the next ten years as follows:



                     Approximate         % of        Current       Base Rent Per
                      GLA Leased        Total         Annual        Square Foot      Renewal         Lease Term
                      (Sq. Ft.)          GLA         Rent ($)      Per Annum ($)     Options     Beginning    To
--------------------------------------------------------------------------------------------------------------------
                                                                                        
GMAC
  Insurance            501,064           100        5,164,449          10.31         2/5 yr.       10/04     09/09
                                                    5,266,828          10.51                       10/09     09/10
                                                    5,369,206          10.72                       10/10     09/11
                                                    5,475,680          10.93                       10/11     09/12
                                                    5,582,154          11.14                       10/12     09/13
                                                    5,692,722          11.36                       10/13     09/14


     For federal income tax purposes, the depreciable basis in this property is
approximately $45,000,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

BOULEVARD AT THE CAPITAL CENTRE, LANDOVER, MARYLAND

     We entered into a joint venture agreement with the current owners of a
newly constructed shopping center known as Boulevard at the Capital Centre,
containing 482,445 gross leasable square feet. The center is located on the
Washington D.C. Beltway (I-495 and I-95), in Landover, Maryland. The property is
on a long term ground lease with the Revenue Authority of Price George's County
for about 70 years.

     We entered into a joint venture agreement with the current owners of this
property, who are unaffiliated third parties. We made a capital contribution in
the amount of $121,724,000 to this joint

                                       164


venture and received an equity interest representing a majority ownership and
operating control of the joint venture.

     We made our capital contribution to the joint venture with our own funds.
On September 8, 2004, we obtained financing in the amount of $71,500,000. The
loan requires interest only payments at an annual rate of 5.12% and matures
October 2009. Through additional joint ventures, the joint venture partners may
acquire additional properties, which would be managed by our joint venture
partner.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Lowe's Theaters Magic Johnson, will lease more than 10% of the
total gross leasable area of the property. The lease term has been projected in
accordance with the tenant's lease commencement date. The lease with this tenant
requires the tenant to pay base annual rent on a monthly basis as follows:



                               Approximate                               Base Rent Per
                                GLA Leased            % of Total        Square Foot Per           Lease Term
Lessee                          (Sq. Ft.)                 GLA              Annum ($)          Beginning      To
-------------------------------------------------------------------------------------------------------------------
                                                                                            
Lowe's Theaters
  Magic Johnson                   52,500                  11                 22.00              10/04      09/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $91,293,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Boulevard at the Capital Centre was newly constructed in 2004. The property
has been in a leasing up phase and nine tenants have executed leases for retail
space within the shopping center whose leases have not yet commenced. As of
December 1, 2004, this property was 88% occupied with a total of 423,372 square
feet leased by 59 tenants. The following table sets forth certain information
with respect to those leases:



                                     Approximate                                         Current      Base Rent Per
                                      GLA Leased                       Renewal           Annual        Square Foot
Lessee                                (Sq. Ft.)       Lease Ends       Options           Rent ($)     Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
EB Game World                           1,200           11/08          1/5 yr.            40,800          34.00
Claire's Boutique                       1,166           11/08          1/5 yr.            34,980          30.00
Sprint Spectrum                         1,965           11/08          1/5 yr.            64,809          32.98
Nextel                                  1,871           11/08          1/5 yr.            74,840          40.00
Capital Nails                           1,500           11/08          1/5 yr.            61,800          41.20
Kay Jewelers                            1,552           12/08          1/5 yr.            60,000          38.66
Cold Stone Creamery                     1,157           01/09          2/5 yr.            42,809          37.00
Sweet Tooth Cakes &
  Pastries                              1,400           02/09          1/5 yr.            49,000          35.00
Casual Male Big & Tall                  3,500           03/09          1/5 yr.            84,000          24.00
The Classic Woman                       2,200           04/09          2/5 yr.            63,800          29.00
Next Day Blinds*                        3,000           09/09                             93,000          31.00


                                       165




                                     Approximate                                         Current      Base Rent Per
                                      GLA Leased                       Renewal           Annual        Square Foot
Lessee                                (Sq. Ft.)       Lease Ends       Options           Rent ($)     Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Head 2 Head                             2,568           12/10             -               65,484          25.50
Oxford Street                           3,400           12/10          1/5 yr.            86,974          25.58
T-Mobile                                1,800           01/11             -               72,000          40.00
Gallery of African Wildlife             2,000           02/11          1/3 yr.            58,000          29.00
Jilliano Shoes                          1,998           04/11          1/5 yr.            40,955          20.50
Qdoba Mexican Grill                     3,000           11/13          2/5 yr.            97,500          32.50
Lens Crafters                           4,653           11/13          2/5 yr.           139,590          30.00
Pier 1 Imports                         10,068           11/13             **             181,224          18.00
Foot Locker                             3,433           11/13             **             102,048          29.73
Yankee Candle Company                   2,000           11/13          1/5 yr.            48,000          24.00
Men's Wearhouse                         6,400           11/13          2/5 yr.           147,200          23.00
Penner Clothing                         5,194           11/13         2/2 yr. &          142,835          27.50
                                                                       1/1 yr.
Panda Express                           2,100           11/13          1/5 yr.            73,500          35.00
Foot Action USA                         3,500           11/13          2/5 yr.            98,000          28.00
Shoe City                               7,700           11/13          2/5 yr.           180,950          23.50
Drake's Place                           2,000           11/13          1/5 yr.            49,440          24.72
Quiznos                                 1,562           11/13          2/5 yr.            51,546          33.00
Cambridge Beauty Supply                 2,900           11/13          1/5 yr.            77,662          26.78
The Children's Place                    6,000           11/13          2/5 yr.           132,012          22.00
Lane Bryant                             5,000           11/13          2/5 yr.           120,000          24.00
Starbucks                               1,250           11/13          2/5 yr.            37,500          30.00
Changes at Capital Centre               4,000           12/13          1/5 yr.           104,000          26.00
Lucaya                                  3,000           12/13          1/5 yr.            63,000          21.00
Teaming Up/Expressions                  3,103           12/13          1/5 yr.            80,678          26.00
The Big Screen Store                    4,500           12/13          2/5 yr.           103,500          23.00
Total Sport                             3,756           12/13          1/5 yr.           103,553          27.57
Technicolor Salon & Spa                 4,413           12/13          1/5 yr.           110,325          25.00
Payless Shoesource                      2,800           01/14          2/5 yr.            78,400          28.00
Mattress Warehouse                      4,112           02/14          2/5 yr.           102,800          30.00
Honeycomb Hideout                       2,500           02/14             **              68,750          27.50
Five Guys Restaurant                    1,500           02/14          1/5 yr.            48,000          32.00
Red Star Tavern                         7,661           02/14          2/5 yr.           268,135          35.00
Babalu/Carraba's Glory
  Days*                                 6,085           04/14                            146,040          24.00
Kobe Japanese
  Steakhouse*                           7,520           04/14                            172,960          23.00
African Stargina                        1,500           05/14          1/5 yr.            47,250          31.50
McHunu House of Style                   2,900           05/14          2/5 yr.            76,850          26.50
Reggiano's*                             2,000           05/14                             50,000          25.00
Anne Taylor Loft                        5,471           05/14             **              75,000          13.71
Sports Authority                       40,500           07/14          3/5 yr.           506,250          12.50
DSW Shoe Warehouse                     25,000           07/14          4/5 yr.           331,250          13.25
Stonefish Grill                         6,085           08/14             **             212,975          35.00
Soul Fixins'*                           2,085           08/14                             62,550          30.00
Infusions Cafe*                         3,350           09/14                             83,750          25.00
Linens 'N Things                       34,440           01/15             **             430,512          12.50


                                       166




                                     Approximate                                        Current       Base Rent Per
                                      GLA Leased                       Renewal           Annual        Square Foot
Lessee                                (Sq. Ft.)       Lease Ends       Options          Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Pizzeria Uno                            5,719           10/18          3/5 yr.           110,000          19.23
Bugaboo Creek Steakhouse                6,400           11/18          2/5 yr.           110,000          17.19
Provident Bank of
  Maryland                              3,215           11/18          3/5 yr.            95,000          29.55
Borders Books & Music                  22,915           11/18          4/5 yr.           441,801          19.28
Chuck E. Cheese                        11,300           02/19          3/5 yr.            95,000           8.41
Circuit City                           33,828           07/19          3/5 yr.           490,506          14.50
Office Depot                           18,000           07/19             **             234,000          13.00
Blu Bambu*                              4,050           09/19                            113,250          27.96
Chic-Fil-A                              4,250           11/23          3/5 yr.            85,000          20.00
Golden Corrall                         11,967           12/23          3/5 yr.           112,500           9.40
Lowe's Theaters Magic
  Johnson                              52,500           09/24             **           1,155,000          22.00


*    As of December 1, 2004 the tenant's lease term had not yet commenced.
**   Renewal option information not available.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HARRIS TEETER STORE #158, WILMINGTON, NORTH CAROLINA

     We purchased a freestanding retail building leased to a Harris Teeter
grocery store, containing 57,230 gross leasable square feet. The center is
located at Wilshire Boulevard and Kerr Avenue in Wilmington, North Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $7,200,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost is expected to be
approximately $126 per square foot of leasable space.

     We purchased this property with our own funds. On November 1, 2004, we
obtained financing in the amount of $3,960,000. The loan requires interest only
payments at an annual rate of 4.915% and matures in November 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Harris Teeter Store #158, will lease 100% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:

                                       167




                     Approximate        % of         Current       Base Rent Per
                     GLA Leased        Total         Annual         Square Foot     Renewal         Lease Term
Lessee                (Sq. Ft.)         GLA         Rent ($)       Per Annum ($)    Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                        
Harris                                                                               1/5 yr.
  Teeter                                                                               &
  Store #158            57,230          100          558,340           9.76          1/4 yr.       05/95     05/15


     For federal income tax purposes, the depreciable basis in this property
will be approximately $5,400,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

HARVEST TOWNE CENTER, KNOXVILLE, TENNESSEE

     We purchased an existing shopping center known as Harvest Towne Center,
containing 42,213 gross leasable square feet. The center is located at 4824 N.
Broadway Street in Knoxville, Tennessee.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $8,950,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$212 per square foot of leasable space.

     We purchased this property with our own funds. On December 3, 2004, we
obtained financing in the amount of $5,005,000. The loan requires interest only
payments at an annual rate of 4.935% and matures in January 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, CVS Pharmacy, Pet Supplies Plus and Ruby Tuesday, each lease
more than 10% of the total gross leasable area of the property. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                         Approximate                            Base Rent Per
                         GLA Leased        % of Total          Square Foot Per              Lease Term
Lessee                    (Sq. Ft.)           GLA                 Annum ($)            Beginning       To
------------------------------------------------------------------------------------------------------------
                                                                                       
CVS Pharmacy               10,125              24                  24.50                09/99         08/04
                                                                   25.97                09/04         08/09
                                                                   27.53                09/09         08/14
                                                                   29.18                09/14         01/20

Pet Supplies Plus           8,120              19                  14.08                02/04         01/05
                                                                   14.33                02/05         01/06


                                       168




                         Approximate                            Base Rent Per
                         GLA Leased        % of Total          Square Foot Per              Lease Term
Lessee                    (Sq. Ft.)           GLA                 Annum ($)           Beginning        To
------------------------------------------------------------------------------------------------------------
                                                                                       
Ruby Tuesday
  (Ground Lease)            4,582              11                   N/A                 07/02         12/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $6,713,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Harvest Towne Center was built in 1996 to 1999. As of December 1, 2004,
this property was 100% occupied, with a total 42,213 square feet lease to nine
tenants and three ground lease tenants. The following table sets forth certain
information with respect to those leases:



                                      Approximate                                                     Base Rent Per
                                      GLA Leased       Lease         Renewal      Current Annual       Square Foot
Lessee                                 (Sq. Ft.)        Ends         Options         Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
                                                     Month-to-
Northside Properties                     3,480         Month                            33,225             9.55
Krispy Creme Donuts
  (Ground Lease)                         2,158         06/05         2/5 yr.            41,400              N/A
Pet Supplies Plus                        8,120         01/06         2/5 yr.           114,365            14.08
Vacuums Unlimited                          986         05/06            -               11,832            12.00
Ross the Boss                            4,104         09/06            -               61,560            15.00
Stuart R. Humberg D.C.                   1,000         11/06         2/3 yr.            15,815            15.82
US Cleaners, Inc.                        1,427         11/07         1/5 yr.            20,691            14.50
Briano's Pizza                           2,053         01/08         1/5 yr.            29,769            14.50
Beneficial Tennessee, Inc.               1,670         06/08         1/5 yr.            23,380            14.00
Ruby Tuesday (Ground
  Lease)                                 4,582         12/12         4/5 yr.            59,400              N/A
Taco Bell (Ground Lease)                 2,508         11/14         4/5 yr.            42,504              N/A
CVS Pharmacy                            10,125         01/20         3/5 yr.           262,946            25.97


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LINCOLN PARK, DALLAS, TEXAS

     We purchased an existing shopping center known as Lincoln Park, containing
148,806 gross leasable square feet. The center is located at 7700 W. Northwest
Highway in Dallas, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $47,515,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$319 per square foot of leasable space.

                                       169


     We purchased this property with our own funds. On October 8, 2004, we
obtained financing in the amount of $26,153,000. The loan requires interest only
payments at an annual rate of 4.61% and matures in November 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Tom Thumb, Barnes & Noble and The Container Store, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                Approximate                      Base Rent Per
                                GLA Leased       % of Total     Square Foot Per             Lease Term
Lessee                           (Sq. Ft.)          GLA            Annum ($)           Beginning         To
------------------------------------------------------------------------------------------------------------------
                                                                                        
Tom Thumb                         50,000             34             11.50                08/98         07/13
                                                                    12.00                08/13         07/23

Barnes & Noble                    29,485             20             20.00                05/98         09/03
                                                                    21.00                10/03         09/08
                                                                    22.00                10/08         01/14

The Container Store               25,000             17             28.00                02/00         01/05
                                                                    29.00                02/05         01/10
                                                                    30.00                02/10         01/15


     For federal income tax purposes, the depreciable basis in this property
will be approximately $35,636,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Lincoln Park was built in 1998. As of December 1, 2004, this property was
100% occupied, with a total 148,806 square feet leased to 14 tenants. The
following table sets forth certain information with respect to those leases:



                                                                                                      Base Rent Per
                                      Approximate                                      Current         Square Foot
                                      GLA Leased                       Renewal        Annual Rent       Per Annum
Lessee                                 (Sq. Ft.)      Lease Ends       Options           ($)               ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Marvin Brown                              4,408          05/05         2/5 yr.          119,016           27.00
T-Mobile                                  1,402          10/05         1/5 yr.           68,698           49.00
Maggie Moo's Ice Cream                    1,375          12/07         1/5 yr.           48,125           35.00
Romies Nail Boutique                      1,098          12/07         2/5 yr.           39,528           36.00
Blue Mesa Grill                           8,250          12/08         2/5 yr.          235,950           28.60
Eyemasters                                3,000          12/08         2/5 yr.          134,400           44.80
Elizabeth Arden                           6,058          01/09         2/5 yr.          151,450           25.00
Up In Smoke                               1,164          01/09         1/5 yr.           58,200           50.00
Bag 'N Baggage                            3,554          04/09            -             106,620           30.00
Barnes & Noble                           29,485          01/14         3/5 yr.          619,185           21.00


                                       170




                                                                                                      Base Rent Per
                                      Approximate                                      Current         Square Foot
                                      GLA Leased                       Renewal        Annual Rent       Per Annum
Lessee                                 (Sq. Ft.)      Lease Ends       Options           ($)               ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                           
A Pea in the Pod                          4,012          09/14         2/5 yr.          144,432           36.00
The Container Store                      25,000          01/15         3/5 yr.          725,000           28.00
Cheesecake Factory                       10,000          09/18         2/5 yr.          347,500           34.75
Tom Thumb                                50,000          07/23         3/5 yr.          575,000           11.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

SAUCON VALLEY SQUARE, BETHLEHEM, PENNSYLVANIA

     We purchased an existing shopping center known as Saucon Valley Square,
containing 80,695 gross leasable square feet, including 6,208 square feet of
ground lease space. The center is located on I-78 and Rouse 378 in Bethlehem,
Pennsylvania.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $16,042,600. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost is expected to be
approximately $199 per square foot of leasable space.

     We purchased this property with our own funds. On September 7, 2004, we
obtained financing in the amount of $8,850,900. The loan requires interest only
payments at an annual rate of 5.115% and matures in October 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Super Fresh Food Market, leases more than 10% of the total
gross leasable area of the property. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                                Approximate                         Base Rent Per
                                GLA Leased      % of Total         Square Foot Per            Lease Term
Lessee                           (Sq. Ft.)          GLA               Annum ($)         Beginning         To
------------------------------------------------------------------------------------------------------------------
                                                                                         
Super Fresh Food
   Market                         47,827            59                 13.00              12/98         12/03
                                                                       13.75              01/04         12/08
                                                                       14.50              01/09         12/13
                                                                       15.25              01/14         12/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $12,032,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line

                                       171


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Saucon Valley Square was built in 1999. As of December 1, 2004, this
property was 100% occupied, with a total 80,695 square feet leased to 13 tenants
and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                                 Approximate                                      Current          Base Rent Per
                                 GLA Leased                       Renewal         Annual         Square Foot Per
Lessee                            (Sq. Ft.)        Lease Ends     Options        Rent ($)            Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Lafayette Ambassador                2,800            05/08         3/5 yr.         42,900              15.32
Starter's Pub (Ground
  Lease)                            6,208            12/08         3/5 yr.         88,000                N/A
Holiday Hair                        1,200            01/09         1/5 yr.         20,790              17.33
Casa Mia Pizzeria                   2,000            01/09         2/5 yr.         34,650              17.33
Subway                              1,200            02/09         1/5 yr.         22,050              18.38
Foxes Hallmark                      5,200            02/09         2/5 yr.         96,200              18.50
Blockbuster Video                   5,140            03/09         2/5 yr.         92,520              18.00
No. 1 Chinese
  Restaurant                        1,200            03/09         1/5 yr.         25,080              20.90
RadioShack                          2,320            03/09         1/5 yr.         36,800              15.86
La Nails                            1,200            04/09            -            24,000              20.00
Buena Bistro                        1,600            05/09            -            29,840              18.65
Werkheiser Jewelers                 1,200            12/13            -            20,790              17.33
Saucon Valley                       1,600            01/14            -            27,720              17.33
Cleaners
Super Fresh Food
  Market                           47,827            12/18         8/5 yr.        657,621              13.75


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

QUAKERTOWN SHOPPING CENTER, QUAKERTOWN, PENNSYLVANIA

     We anticipate purchasing a newly constructed shopping center known as
Quakertown Shopping Center, containing 61,832 gross leasable square feet (which
includes 3,500 square feet of ground leased space). The center is located at
Route 309 and Tollgate Road in Quakertown, Pennsylvania.

     On August 25, 2004, we funded the initial installment of a $12,664,794
first mortgage in the amount of $11,398,314. The remaining $1,266,480 is
expected to be funded in 2004. The interest rate of this first mortgage is
7.5573% and it matures in August 2005. We anticipates purchasing the center when
the mortgage matures for approximately $12,665,000. We will use the funds from
repayment of the first mortgage towards our purchase price.

     One tenant, Giant Food Stores, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenants
to pay base annual rent on a monthly basis as follows:

                                       172




                                Approximate                         Base Rent Per
                                GLA Leased       % of Total        Square Foot Per            Lease Term
Lessee                           (Sq. Ft.)          GLA               Annum ($)         Beginning         To
------------------------------------------------------------------------------------------------------------------
                                                                                          
Giant Food Stores                 54,332             88                 15.86             05/04          02/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,499,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Quakertown Shopping Center was constructed in 2004. As of December 1, 2004,
this property was 100% occupied, with a total 61,832 (including ground leased
space) square feet leased to four tenants and one ground lease tenant. The
following table sets forth certain information with respect to those leases:



                                 Approximate                                          Base Rent Per
                                 GLA Leased                       Current Annual     Square Foot Per
Lessee                            (Sq. Ft.)        Lease Ends        Rent ($)            Annum ($)
--------------------------------------------------------------------------------------------------------
                                                                              
Best Cuts                           1,200            02/09             25,200             21.00
Electronics Boutique                1,200            02/14             25,200             21.00
Dry Cleaner Drop Off                1,600            02/14             33,600             21.00
Giant Food Stores                  54,332            02/24            861,706             15.86
Perkasie Bank (Ground Lease)        3,500            02/24             90,000               N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

THE COLUMNS SHOPPING CENTER, JACKSON, TENNESSEE

     We purchased Phase II of The Columns Shopping Center, containing 44,827
gross leasable square feet, for approximately $5,741,000. We previously
purchased Phase I and Phase II containing 128,600 gross leasable square feet for
approximately $20,770,000. The total shopping center contains 173,427 gross
leasable square feet and is newly constructed. The center is located at 1300
Vann Drive in Jackson, Tennessee.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for Phase I, Phase II and Phase III was approximately
$26,511,000. These amounts may increase by additional costs which have not yet
been finally determined. We expect any additional costs to be insignificant. Our
acquisition cost was approximately $153 per square foot of leasable space.

     We purchased this property with our own funds. On November 4, 2004 and
October 5, 2004, we obtained financing in the amount of $3,442,100 and
$11,423,300, respectively. The loans require interest only payments at an annual
rate of 4.95% and 4.91%, respectively, and mature in May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       173


     Four tenants, Best Buy, Ross Dress for Less, Marshalls and Bed, Bath &
Beyond, will lease more than 10% of the total gross leasable area of the
property. The lease term will be determined in accordance with the tenant's
commencement date. The leases with these tenants require the tenants to pay base
annual rent on a monthly basis as follows:



                                Approximate                         Base Rent Per
                                GLA Leased      % of Total         Square Foot Per           Lease Term
Lessee                           (Sq. Ft.)          GLA               Annum ($)         Beginning         To
------------------------------------------------------------------------------------------------------------------
                                                                                         
Best Buy                          30,000             17                16.00              08/03         09/08
                                                                       16.50              10/08         01/14

Ross Dress for Less               30,187             17                 9.70              08/04         01/15

Marshalls                         28,000             16                 7.75              10/02         10/08
                                                                        8.10              11/08         10/13

Bed, Bath & Beyond                20,000             12                 9.75              11/03         01/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $19,883,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     The Columns Shopping Center is newly constructed in 2003/2004. As of
December 1, 2004, the property was 96% occupied, with a total 166,227 square
feet leased to 15 tenants. The following table sets forth certain information
with respect to those leases:



                                 Approximate                                      Current          Base Rent Per
                                 GLA Leased                       Renewal         Annual            Square Foot
Lessee                            (Sq. Ft.)        Lease Ends     Options        Rent ($)          Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Oreck Vacuums                       1,600            11/08         1/5 yr.         24,800              15.50
Dress Barn                          7,700            12/08         3/5 yr.        102,795              13.35
Books A Million                    12,500            01/09         4/3 yr.        134,375              10.75
Rack Room Shoes                     6,000            03/09         3/5 yr.         85,500              14.25
Spoil Me Rotten                     2,000            03/09            -            31,000              15.50
Grass Monkey                        1,600            03/09         1/5 yr.         24,000              15.00
Don Panchos Restaurant              4,000            04/09         1/5 yr.         60,000              15.00
Wells Fargo                         2,400            05/09         1/5 yr.         37,200              15.50
Old Navy                           14,800            10/09         2/5 yr.        186,480              12.60
Rue 21                              4,000            12/09         2/5 yr.         64,000              16.00
Marshalls                          28,000            10/13         3/5 yr.        217,000               7.75
Best Buy                           30,000            01/14         4/5 yr.        480,000              16.00
Bed, Bath & Beyond                 20,000            01/14         3/5 yr.        195,000               9.75
Quizno's                            1,600            03/14         2/5 yr.         28,800              18.00
Ross Dress for Less                30,027            01/15         4/5 yr.        292,763               9.75


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for

                                       174


such expenses is limited in some way, usually so that their liability for such
expenses does not exceed a specified amount.

MITCHELL RANCH PLAZA, NEW PORT RICHEY, FLORIDA

     We purchased 200,404 square feet of a portion of a 324,108 square foot
newly constructed shopping center known as Mitchell Ranch Plaza. The center is
located at State Road 54 and Little Road in New Port Richey, Florida.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $34,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$170 per square foot of leasable space.

     We purchased this property with our own funds. On September 2, 2004, we
obtained financing in the amount of $18,700,000. The loan requires interest only
payments at an annual rate of 4.53% and matures in October 2007.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Publix, Marshalls and Ross Dress for Less, each leases more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                            Approximate                        Base Rent Per
                            GLA Leased       % of Total       Square Foot Per                    Lease Term
Lessee                       (Sq. Ft.)           GLA              Annum ($)              Beginning             To
----------------------------------------------------------------------------------------------------------------------
                                                                                              
Publix                         44,840            22                  9.85                 07/03              07/23

Marshalls                      30,000            15                  7.95                 07/03              07/08
                                                                     8.45                 08/08              07/13

Ross Dress for                 30,176            15                  9.75                 07/03              01/09
  Less                                                              10.25                 02/09              01/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $25,500,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Mitchell Ranch Plaza was constructed in 2003. As of December 1, 2004, this
property was 95% occupied, with a total 190,404 square feet leased to 36
tenants. The following table sets forth certain information with respect to
those leases:



                                 Approximate                                                       Base Rent Per
                                 GLA Leased                       Renewal     Current Annual        Square Foot
Lessee                            (Sq. Ft.)        Lease Ends     Options        Rent ($)          Per Annum ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Cruise Warehouse                   900               09/06         1/3 yr.        18,228               20.25


                                       175




                                   Approximate                                                          Base Rent Per
                                   GLA Leased                      Renewal        Current Annual         Square Foot
Lessee                              (Sq. Ft.)      Lease Ends      Options           Rent ($)           Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                             
Pocket Change                          1,200          09/06            -                 26,400             22.00
Tampa Bay
  Insurance                              900          09/06         1/3 yr.              16,656             18.51
Curves for Women                       1,200          09/06            -                 22,500             18.75
Vitamin Tree                           1,200          10/06            -                 22,800             19.00
Brazilian Tanning                      1,800          11/06            -                 32,856             18.25
Christian Boutique                     1,200          06/07            -                 22,800             19.00
Cottage Florist                        1,200          06/07            -                 22,212             18.51
Magic Touch
  Cleaners                               900          08/08         1/5 yr.              22,800             25.33
La Bebe's Salon                          900          08/08                              16,428             18.25
Working Cow                            1,200          09/08         1/5 yr.              22,200             18.50
Charles Pope
  Cellular                             1,200          09/08         1/5 yr.              22,116             18.43
Payless Shoesource                     2,400          09/08         3/5 yr.              60,000             25.00
Aspasia Nails                          1,200          09/08         1/5 yr.              22,644             18.87
Christos                               2,400          10/08         1/5 yr.              43,200             18.00
Great Clips                            1,000          10/08         2/5 yr.              19,248             19.25
The UPS Store                          1,200          10/08         1/5 yr.              21,600             18.00
Sally Beauty Supply                    1,200          10/08         2/5 yr.              21,300             17.75
George Josef Salon                     1,200          10/08         1/5 yr.              21,900             18.25
China Express                          1,200          11/08            -                 23,100             19.25
American Family
  Dentist                              1,200          11/08         1/5 yr.              21,780             18.15
Carlucci's                             3,600          12/08         1/5 yr.              64,800             18.00
VIP Martial Arts                       4,050          01/09         1/5 yr.              67,836             16.75
EB Games                               1,200          01/09         2/5 yr.              24,600             20.50
Hallmark Gold
  Crown                                3,950          02/09         2/5 yr.              65,172             16.50
Beef O'Brady's                         2,800          02/09         3/5 yr.              50,400             18.00
The Mattress Firm                      3,000          02/09         2/5 yr.              72,300             24.10
Cingular Wireless                        900          06/09         1/5 yr.              27,000             30.00
Trinity Spirits                        3,950          07/09         1/5 yr.              63,590             16.10
Marshalls                             30,000          07/13         3/5 yr.             238,500              7.95
Panera Bread                           4,531          12/13         3/5 yr.             111,010             24.50
Ross Dress for Less                   30,176          01/14         4/5 yr.             294,216              9.75
Pier 1 Imports                        10,000          02/14         3/5 yr.             161,796             16.18
Starbucks                              1,500          03/14         3/5 yr.              42,000             28.00
PETsMART                              19,107          01/19         3/5 yr.             211,128             11.05
Publix                                44,840          07/23         6/5 yr.             441,672              9.85


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       176


GOVERNOR'S MARKETPLACE SHOPPING CENTER, TALLAHASSEE, FLORIDA

     We purchased a portion of an existing shopping center known as Governor's
Marketplace Shopping Center, containing 265,541 gross leasable square feet. We
purchased 231,915 square feet of the shopping center, which includes 3,800
square feet of ground lease space. The center is located on Governor's Square
Boulevard, in Tallahassee, Florida.

     We purchased this property from an unaffiliated third part with our own
funds. Our total acquisition cost for the portion we purchased was approximately
$32,654,000. This amount may increase by additional costs which have not yet
been finally determined. We expect any additional costs to be insignificant. Our
acquisition cost for the portion we purchased was approximately $141 per square
foot of leasable space.

     On August 17, 2004, we obtained financing on the property in the amount of
$20,625,000. The loan requires interest only payments at an annual rate of
5.185% and matures in September 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Bed Bath & Beyond, Sports Authority and Marshalls, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                  Approximate                             Base Rent Per
                                  GLA Leased          % of Total         Square Foot Per           Lease Term
Lessee                            (Sq. Ft.)              GLA                Annum ($)         Beginning        To
----------------------------------------------------------------------------------------------------------------------
                                                                                               
Bed Bath & Beyond                   35,000                15                  10.50             06/01         01/12
                                                                              11.00             02/12         01/17

Sports Authority                    34,775                15                      0             08/03         01/04
                                                                              11.91             01/04         08/08

Marshalls                           30,000                13                   7.75             05/01         05/06
                                                                               8.25             06/06         05/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $24,491,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Governor's Marketplace was built in 2001. As of December 1, 2004, this
property was 94% occupied, with a total 218,437 square feet leased to 19 tenants
and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                                   Approximate                                                         Base Rent Per
                                   GLA Leased                       Renewal        Current Annual       Square Foot
Lessee                              (Sq. Ft.)       Lease Ends      Options           Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                             
Famous Footwear                        10,070         07/06         2/5 yr.             156,085             15.50
Student Body                            3,721         08/06         1/5 yr.              81,321             21.85


                                       177




                                   Approximate                                                         Base Rent Per
                                   GLA Leased                       Renewal        Current Annual       Square Foot
Lessee                              (Sq. Ft.)       Lease Ends      Options           Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                             
Old Navy                               20,000         09/06         2/5 yr.             230,000             11.50
Clark's Maytag                          3,466         05/07         2/5 yr.              67,587             19.50
Life's Uniforms                         1,217         06/07         1/5 yr.              26,774             22.00
Cingular Wireless                       1,200         06/07         2/5 yr.              30,600             25.50
Sprint PCS                              4,206         12/07         1/5 yr.              75,708             18.00
Sports Authority                       34,775         08/08         5/5 yr.             414,170             11.91
Nextel
  Communications                        1,443         09/08         1/5 yr.              36,075             25.00
ALLTEL                                  2,000         06/09         1/5 yr.              48,000             24.00
Michaels                               23,965         02/11         4/5 yr.             251,633             10.50
Marshalls                              30,000         05/11         2/5 yr.             232,500              7.75
Lifeway Christian                       6,324         09/11         2/5 yr.             132,804             21.00
Atlanta Bread                           4,000         11/11         2/5 yr.              94,520             23.63
  Company
Boston Market
  (Ground Lease)                        3,800         11/12         4/5 yr.              60,000               N/A
David's Bridal                          9,000         05/13         2/5 yr.             133,200             14.80
Petco                                  13,750         05/13         3/5 yr.             212,025             15.42
Bombay Company                          8,500         08/13         1/5 yr.             208,250             24.50
Qdoba                                   2,000         04/14         2/5 yr.              42,000             21.00
Bed Bath & Beyond                      35,000         01/17         3/5 yr.             367,500             10.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

MANCHESTER MEADOWS, TOWN AND COUNTRY, MISSOURI

     We purchased an existing shopping center known as Manchester Meadows,
containing 454,172 gross leasable square feet (which includes 3,412 square feet
of ground lease space). The center is located at 13901 Manchester Road in Town
and Country, Missouri.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $56,200,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$124 per square foot of leasable space.

     We purchased this property with our own funds. On August 23, 2004, we
obtained financing in the amount of $31,064,550. The loan requires interest only
payments at an annual rate of 4.48% and matures in September 2007.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       178


     Two tenants, Wal-Mart and Home Depot, each lease more than 10% of the total
gross leasable area of the property. The leases with these tenants require the
tenants to pay base annual rent on a monthly basis as follows:



                                                                      Base Rent
                                Approximate                           Per Square
                                GLA Leased         % of Total          Foot Per                 Lease Term
Lessee                           (Sq. Ft.)            GLA              Annum ($)         Beginning            To
-----------------------------------------------------------------------------------------------------------------
                                                                                             
Wal-Mart                          154,717              34                7.00              01/95            01/15

Home Depot                        111,175              24                7.47              11/94            11/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $42,150,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years.

     Manchester Meadows was built in 1994 and 1995. As of December 1, 2004, this
property was 97% occupied, with a total 442,772 square feet leased to 20 tenants
and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                                                                                                      Base Rent Per
                                       Approximate                                     Current         Square Foot
                                       GLA Leased         Lease        Renewal       Annual Rent        Per Annum
Lessee                                  (Sq. Ft.)         Ends         Options           ($)               ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                            
Linens 'N Things                          34,917          01/05        3/5 yr.          340,441             9.75
Sears Portrait Studio                      2,123          03/05           -              39,063            18.40
3 Day Blinds                               4,550          03/05        1/5 yr.          104,640            23.00
Payless Shoesource                         3,000          05/05        1/5 yr.           55,200            18.40
HobbyTown USA                              2,450          07/05           -              44,100            18.00
Boston Chicken (Ground
  Lease)                                   3,412          08/05        7/5 yr.           79,200              N/A
Chic Nails                                 1,400          05/06           -              28,000            20.00
Town & Country Tobacco                     1,400          01/07           -              26,600            19.00
Fast Track Fitness                         3,000          02/07           -              54,000            18.00
United States Postal Service               3,570          04/07        1/5 yr.           63,225            17.71
Cobblestone Shoe Repairs                   1,400          04/07           -              27,300            19.50
99 Cent Only Store                         3,000          04/07        1/5 yr.           49,500            16.50
Memories Unlimited                         2,500          04/07           -              43,750            17.50
Home Decorators                           15,000          12/07        2/3 yr.          247,500            16.50
Art & Frame                                1,400          11/08           -              28,700            20.50
Great Clips                                1,400          04/09           -              29,400            21.00
OfficeMax                                 23,920          11/09        3/5 yr.          251,160            10.50
PETsMART                                  27,438          03/10        5/5 yr.          240,083             8.75
The Sports Authority                      40,500          11/14       10/5 yr.          324,000             8.00


                                       179




                                                                                                      Base Rent Per
                                       Approximate                                     Current         Square Foot
                                       GLA Leased         Lease       Renewal        Annual Rent        Per Annum
Lessee                                  (Sq. Ft.)         Ends        Options            ($)               ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                             
Wal-Mart                                 154,717          04/15        6/5 yr.        1,083,018             7.00
Home Depot                               111,175          11/19       10/5 yr.          830,088             7.47


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

THE VILLAGE SHOPPES AT SIMONTON, LAWRENCEVILLE, GEORGIA

     We purchased a newly constructed shopping center known as The Village
Shoppes at Simonton, containing 66,415 gross leasable square feet. The center is
located at New Hope Road and Simonton Road in Lawrenceville, Georgia.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $13,750,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$207 per square foot of leasable space.

     We purchased this property with our own funds. On September 30, 2004, we
obtained financing in the amount of $7,561,700. The loan requires interest only
payments at an annual rate of 4.96% and matures in October 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, will lease more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                      Base Rent
                                 Approximate                          Per Square
                                 GLA Leased        % of Total          Foot Per                 Lease Term
Lessee                            (Sq. Ft.)           GLA              Annum ($)          Beginning          To
------------------------------------------------------------------------------------------------------------------
                                                                                             
Publix                             44,271              67               10.95              05/04            05/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $10,312,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     The Village Shoppes at Simonton was newly constructed in 2004. As of
December 1, 2004, this property was 87% occupied with a total of 58,015 square
feet leased to ten tenants. The following table sets forth certain information
with respect to those leases:

                                       180




                                                                                                        Base Rent
                                       Approximate                                     Current          Per Square
                                       GLA Leased         Lease       Renewal        Annual Rent         Foot Per
Lessee                                  (Sq. Ft.)         Ends        Options            ($)             Annum ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                            
Subway Real Estate Corp.                   1,400          04/09        3/5 yr.            32,900           23.50
Dollar Store                               2,644          06/09        1/5 yr.            60,812           23.00
World Dry Cleaners                         1,500          07/09        1/5 yr.            42,000           28.00
Pak Mail Center                            1,400          07/09        1/5 yr.            35,000           25.00
Cummings Nails and
  Tanning                                  1,200          07/09        1/5 yr.            30,000           25.00
New China                                  1,400          07/09        1/5 yr.            32,200           23.00
Supercuts                                  1,400          08/09        1/5 yr.            33,600           24.00
Apex Beauty Supply                         1,400          10/09           -               35,000           25.00
Pizza Hut of America                       1,400          07/10           -               32,900           23.50
Publix                                    44,271          05/24        1/5 yr.           484,767           10.95


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

REISTERSTOWN ROAD PLAZA, BALTIMORE, MARYLAND

     We entered into a joint venture agreement with the current owners of an
existing shopping center known as Reisterstown Road Plaza, containing 779,047
gross leasable square feet. The center is located at 6500-6512 Reisterstown
Road, Baltimore, Maryland.

     We entered into a joint venture agreement with the current owners of this
property, who are unaffiliated third parties. We made a capital contribution in
the amount of $88,500,000 to this joint venture and received an equity interest
representing a majority ownership and operating control of this joint venture.

     We made our capital contribution to the joint venture with our own funds.
On August 11, 2004, we obtained financing in the amount of $49,650,000. The loan
requires interest only payments at an annual rate of 5.30% and matures September
2009. Through additional joint ventures, the joint venture partners may acquire
additional properties, which would be managed by our joint venture partner.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Home Depot, Public Safety Service and National Wholesale
Liquidators, each lease more than 10% of the total gross leasable area of the
property. The leases with these tenants require the tenants to pay base annual
rent on a monthly basis as follows:



                                           Approximate        % of       Base Rent Per
                                           GLA Leased         Total       Square Foot            Lease Term
Lessee                                      (Sq. Ft.)          GLA       Per Annum ($)       Beginning       To
------------------------------------------------------------------------------------------------------------------
                                                                                             
Home Depot                                   115,289           15             5.20             11/02        01/33


                                       181




                                           Approximate        % of       Base Rent Per
                                            GLA Leased        Total        Square Foot              Lease Term
Lessee                                      (Sq.Ft.)           GLA       Per  Annum ($)        Beginning      To
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Public Safety Service                        107,705           14             12.00             01/98      04/11

National Wholesale Liquidators                91,129           12              4.00             05/00      01/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $66,375,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Reisterstown Road Plaza was built in 1986 and renovated in 2004. As of
December 1, 2004, this property was 93% occupied, with a total 729,559 square
feet leased to 75 tenants. The following table sets forth certain information
with respect to those leases:



                                       Approximate                                     Current         Base Rent Per
                                       GLA Leased       Lease        Renewal         Annual Rent      Square Foot Per
Lessee                                  (Sq. Ft.)       Ends         Options             ($)             Annum ($)
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
                                                      Month-to-
African Art and Craft                        222        Month                             10,800           48.65
Shingar                                    2,250        09/04                             41,333           18.37
Fragrance Galore                             225        12/04           -                  7,200           32.00
Perfumery International,
  Inc.                                       200        01/05           -                 16,000           80.00
Injury Treatment Center                    3,501        03/05           -                 50,660           14.47
Hip Hop One Stop                             283        06/05           -                 10,800           38.16
Baltimore City Community
  College (BCCC)                          14,620        05/06        2/5 yr.             189,329           12.95
Royal Gems & Jewelry                         330        09/06           -                 14,190           43.00
Time and More                                787        09/06                             13,757           17.48
Changes                                    4,500        09/06           -                 28,176            6.16
Burlington Coat Factory                   60,000        10/06           -                330,000            5.50
Gifts and Balloons                           238        12/06           -                 12,000           50.42
Avenue                                     5,000        01/07           -                 71,250           14.25
Popeyes                                    3,523        01/07        2/5 yr.              59,891           17.00
Bank of America                            5,250        01/07           -                 77,976           14.85
Payless Shoesource                         4,985        07/07                             43,519            8.73
Sally Beauty Supply                        1,500        11/07           -                 27,000           18.00
Power Gamer                                1,902        12/07           -                 31,954           16.80
Nuvo                                       2,017        12/07           -                 25,213           12.50
Furniture Palace                          39,243        12/07           -                247,231            6.30
Accent Hair                                1,690        01/08           -                 36,558           21.63
Rent-A-Center                              4,300        01/08        1/5 yr.              73,100           17.00
Juvenile Justice                           7,291        01/08        1/5 yr.              98,428           13.50
Revelations Shoe Shop                        845        03/08           -                 11,314           13.39
Jackson Hewitt Tax Service                 1,217        04/08        1/5 yr.              30,425           25.00


                                       182




                                       Approximate                                     Current         Base Rent Per
                                       GLA Leased       Lease        Renewal         Annual Rent      Square Foot Per
Lessee                                  (Sq. Ft.)       Ends         Options             ($)             Annum ($)
-------------------------------------------------------------------------------------------------------------------------
                                                                                           
Gallo                                      5,000        04/08           -                 42,790            8.56
Vogue Hair Supply                          1,050        05/08                             20,066           19.11
Park West Medical                          7,646        06/08           -                 92,229           12.06
Thai Delight                                 588        08/08                             18,346           31.20
Economy Shoes                              3,293        09/08        2/5 yr.              32,930           10.00
Vital Records                             11,500        11/08        1/5 yr.             154,675           13.45
Sepia Sand & Sable                         1,267        12/08                             20,880           16.48
Shoe Crazy                                 4,655        02/09           -                 93,100           20.00
An Angel's Touch                           1,598        02/09           -                 19,751           12.36
Board of Nursing                          15,232        02/09                            195,731           12.85
Dollar City                                5,181        04/09           -                 51,810           10.00
Curves For Women                           1,600        06/09           -                 22,400           14.00
His and Hers                               3,478        06/09        1/5 yr.              76,516           22.00
The Great Cookie                             751        06/09        1/5 yr.              14,344           19.10
Chic Nails                                   839        08/09        1/5 yr.              18,668           22.25
New Direction Barber Shop                  1,086        10/09                             23,653           21.78
Gold Lagoon                                  839        03/10           -                 13,827           16.48
Provident Bank                             2,593        11/10           -                 57,046           22.00
National Wholesale
  Liquidators                             91,314        01/11        6/5 yr.             365,256            4.00
Public Safety Service                    107,705        04/11                          1,292,400           12.00
Household Finance                          2,476        07/11        1/5 yr.              71,185           28.75
Subway                                       250        05/12           -                 27,000          108.00
Beauty Vision                              2,184        07/12                             33,852           15.50
All Eyes                                   1,857        07/12           -                 29,545           15.91
Plaza Podiatry                             1,964        08/12           -                 39,280           20.00
DHMN State (BCCC)                         23,250        10/12                            290,625           12.50
Mattress Warehouse                         4,000        11/12        2/5 yr.              76,000           19.00
Mall Spirits                               2,236        01/13                             27,637           12.36
Footlocker                                 3,000        03/13           -                 54,000           18.00
Square Circle                                651        03/13        1/5 yr.              10,416           16.00
K's Alterations                              500        03/13           -                 15,750           31.50
Cobblers And Cleaners                      1,374        04/13           -                 27,480           20.00
Social Security
  Administration                          14,885        07/13                            145,873            9.80
Evergreen Cafe                               835        07/13           -                 26,052           31.20
Sausage Plus                                 386        07/13           -                  8,747           22.66
Steak Busters                                813        07/13                             32,520           40.00
Harbor City Bake Shop                      1,061        07/13           -                 26,483           24.96
Blackstone Men's Wear                      3,540        07/13                             46,020           13.00
Lot Stores                                 5,500        08/13        2/5 yr.              34,678            6.30
Pick-A-Pretzel                               318        07/13           -                  8,268           26.00
Burgundy Park Seafood                        544        07/13           -                 26,895           49.44
Total Health Center                        1,050        09/13                             15,750           15.00
Metro II                                   1,453        10/13                             23,528           16.19
Shoe City                                  6,740        01/14        3/5 yr.              90,000           13.35


                                       183




                                       Approximate                                     Current         Base Rent Per
                                       GLA Leased       Lease        Renewal         Annual Rent      Square Foot Per
Lessee                                  (Sq. Ft.)       Ends         Options             ($)             Annum ($)
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
Marshalls                                 28,500        04/14        3/5 yr.             299,250           10.50
Original Mamma Lucia                       1,695        05/14                             59,325           35.00
Baltimore City Community
  College WBJC Radio
  Station                                  5,010        06/14                             64,629           12.90
Applebee's Neighborhood
  Grill & Bar                              6,000        02/18        3/5 yr.              88,020           14.67
Giant                                     59,064        07/29        6/5 yr.           1,004,088           17.00
Home Depot                               115,289        01/33        6/5 yr.             600,000            5.20


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

WAL-MART SUPERCENTER, JONESBORO, ARKANSAS

     We purchased an existing freestanding retail center known as Wal-Mart
Supercenter, containing 149,704 gross leasable square feet. The center is
located at 1911 West Parker Road in Jonesboro, Arkansas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $11,071,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $74
per square foot of leasable space.

     We purchased this property with our own funds. On August 6, 2004, we
obtained financing in the amount of $6,088,500. The loan requires interest only
payments at an annual rate of 5.085% and matures September 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Wal-Mart Supercenter, will lease 100% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                       Approximate       % of        Current        Per Square
                        GLA Leased       Total        Annual         Foot Per       Renewal          Lease Term
Lessee                  (Sq. Ft.)         GLA        Rent ($)       Annum ($)       Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                       
Wal-Mart
  Supercenter            149,704          100        808,402           5.40         5/5 yr.       10/97     10/17


                                       184


     For federal income tax purposes, the depreciable basis in this property
will be approximately $8,303,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

ACADEMY SPORTS & OUTDOORS, HOUMA, LOUISIANA

     We purchased a newly constructed freestanding retail center known as
Academy Sports & Outdoors, containing 60,001 gross leasable square feet. The
center is located at 1777 Martin Luther King Boulevard in Houma, Louisiana.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $5,250,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $88
per square foot of leasable space.

     We purchased this property with our own funds. On August 4, 2004, we
obtained financing for this property in the amount of $2,920,000. The loan
requires interest only payments at an annual rate of 5.12% and matures September
2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Academy Sports & Outdoors, will lease 100% of the total gross
leasable area of the property. The lease term will be determined in accordance
with the tenant's commencement date. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                       Approximate       % of        Current        Per Square
                        GLA Leased       Total        Annual         Foot Per       Renewal          Lease Term
Lessee                  (Sq. Ft.)         GLA        Rent ($)       Annum ($)       Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                       
Academy Sports
  & Outdoors              60,001          100        420,000           7.00         4/5 yr.       07/04     07/14
                                                                       7.70                       08/14     07/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $3,937,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

FORKS TOWN CENTER, EASTON, PENNSYLVANIA

     We purchased an existing shopping center known as Forks Town Center,
containing 92,660 gross leasable square feet (which includes 5,100 square feet
of ground lease space). The center is located at 301 Town Center Boulevard in
Easton, Pennsylvania.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $18,198,700. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$196 per square foot of leasable space.

                                       185


     We purchased this property with our own funds. On August 13, 2004, we
obtained financing in the amount of $10,395,000. The loan requires interest only
payments at an annual rate of 4.97% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Giant Food Stores, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot           Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)       Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Giant Food Stores                             54,300           59             16.04             08/02      08/12
                                                                              17.04             09/12      08/17
                                                                              18.04             09/17      08/22


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,649,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Forks Town Center was built in 2002. As of December 1, 2004, this property
was 96% occupied, with a total 88,660 square feet leased to 14 tenants and
ground lease space leased to two tenants. The following table sets forth certain
information with respect to those leases:



                                      Approximate                                                     Base Rent Per
                                      GLA Leased       Lease        Renewal        Current Annual      Square Foot
Lessee                                 (Sq. Ft.)       Ends         Options           Rent ($)        Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                           
H & R Block                              1,600         04/06        1/3 yr.            30,400             19.00
Holiday Hair                             1,600         08/07           -               33,600             21.00
Movie Gallery                            3,200         08/07        3/5 yr.            44,800             14.00
Something Different                      1,600         10/07        1/5 yr.            32,000             20.00
Subway                                   1,600         11/07        1/5 yr.            28,800             18.00
Vista Bank United Trust                  2,500         12/07        3/5 yr.            50,000             20.00
Hollywood Tans                           2,400         02/08        1/5 yr.            49,416             20.59
PL Nails                                 1,200         04/08        1/5 yr.            21,600             18.00
China Moon                               3,200         04/08        1/5 yr.            48,000             15.00
D & J Cleaners                           1,200         11/08        1/5 yr.            19,200             16.00
Data Danz Wireless                       1,360         03/09           -               20,400             15.00
Foxes Hallmark                           5,400         02/10        2/5 yr.           129,600             24.00
Catanzaretti's Pizza                     2,400         08/12           -               43,200             18.00
Giant Food Stores                       54,300         01/23        8/5 yr.           870,972             16.04


                                       186




                                      Approximate                                                     Base Rent Per
                                      GLA Leased       Lease        Renewal        Current Annual      Square Foot
Lessee                                 (Sq. Ft.)       Ends         Options           Rent ($)        Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                            
Giant Gas Station (Ground
  Lease)                                 2,400         01/23        8/5 yr.            12,500              N/A
Dunkin Donuts (Ground
  Lease)                                 2,700         08/13       3/5 yr. &           40,000              N/A
                                                                    1/4 yr.


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PLAZA AT MARYSVILLE, MARYSVILLE, WASHINGTON

     We purchased an existing shopping center known as Plaza at Marysville,
containing 115,656 gross leasable square feet and one ground lease space. The
center is located at State Avenue and Grove Street, in Marysville, Washington.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $21,266,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$184 per square foot of leasable space.

     We purchased this property with our own funds. On July 30, 2004, we
obtained financing in the amount of $11,800,000. The loan requires interest only
payments at an annual rate of 5.085% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Safeway, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot             Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)       Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Safeway                                       53,850           47             11.00             07/01      07/21


     For federal income tax purposes, the depreciable basis in this property
will be approximately $15,950,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Plaza at Marysville was built in 1995. As of December 1, 2004, this
property was 95% occupied, with a total 110,356 square feet leased to 24 tenants
and one ground lease space. The following table sets forth certain information
with respect to those leases:

                                      187




                                                                                                         Base Rent
                                      Approximate                                         Current       Per Square
                                       GLA Leased                        Renewal        Annual Rent      Foot Per
Lessee                                 (Sq. Ft.)       Lease Ends        Options            ($)          Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Alderwood Auto Glass                     1,500            07/05             -              20,112          13.41
Northwest Credit Union                   1,300            11/05          1/2 yr.           25,350          19.50
Supercuts                                1,300            11/05          2/5 yr.           24,696          19.00
GNC                                      1,422            01/06             -              25,344          17.82
Marysville Daycare                       7,345            01/06             -              97,321          13.25
Alta's Pet Gallery                       3,375            05/06          1/5 yr.           45,563          13.50
Papa Murphy's                            1,300            07/06          1/5 yr.           26,004          20.00
Safeway District Office                    901            07/06          2/5 yr.           12,468          13.84
Mail Box Junction                          904            09/06             -              17,176          19.00
Alpha Denture Clinic                       904            10/06             -              17,172          19.00
Hi-Tek Nails                               863            11/06          1/5 yr.           18,120          21.00
Play It Again Sports                     3,000            11/06          1/5 yr.           50,720          16.91
Fowlds Cleaners                          1,500            12/06          1/5 yr.           24,000          16.00
Sally Beauty Supplies                    1,300            01/07          1/5 yr.           24,696          19.00
The Everett Clinic                       1,200            03/07             -              24,600          20.50
Cigar Land                               1,050            03/07          1/5 yr.           22,281          21.22
Check into Cash                          1,546            07/07          1/3 yr.           30,920          20.00
Edward Jones                             1,500            07/08          1/5 yr.           27,750          18.50
Rent-A-Center                            3,961            09/08             -              51,492          13.00
The Sun Factory                          1,803            09/08          1/5 yr.           32,454          18.00
Hollywood Video                          6,540            07/09          2/5 yr.          110,363          16.88
Party City                               7,992            01/10          2/5 yr.          107,892          13.50
Safeway Fuel Site
  (Ground Lease)                           N/A            07/11         10/5 yr.           50,000            N/A
Home Street Bank                         4,000            12/20             -              80,004          20.00
Safeway                                 53,850            07/21          8/5 yr.          592,356          11.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

WRANGLER COMPANY, WESTERN HEADQUARTERS AND DISTRIBUTION FACILITY, EL PASO, TEXAS

     We purchased an existing freestanding office and distribution center leased
to Wrangler Company, containing 316,800 gross leasable square feet. The center
is located at 12173 Rojas Drive in El Paso, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $18,476,800. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $58
per square foot of leasable space.

     We purchased this property with our own funds. On July 26, 2004, we
obtained financing in the amount of $11,300,000. The loan requires interest only
payments at an annual rate of 5.09% and matures August 2034.

                                      188


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Wrangler Company, will lease 100% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                       Approximate       % of        Current        Per Square
                        GLA Leased       Total        Annual         Foot Per       Renewal          Lease Term
Lessee                  (Sq. Ft.)         GLA        Rent ($)       Annum ($)       Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                       
Wrangler
Company                  316,800          100        1,504,800         4.75         3/7 yr.       11/93     11/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,858,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

GATEWAY PLAZA SHOPPING CENTER, SOUTHLAKE, TEXAS

     We purchased an existing shopping center known as Gateway Plaza Shopping
Center, containing 358,091 gross leasable square feet (which includes 87,423
square feet of ground lease space). The center is located on State Highway 114
and Southlake Boulevard, in Southlake, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $33,025,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $92
per square foot of leasable space.

     We purchased this property with our own funds. On September 1, 2004, we
obtained financing in the amount of $18,163,000. The loan requires interest only
payments at an annual rate of 5.10% and matures in August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kohl's, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot             Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)       Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Kohl's*                                       87,423          24              N/A               08/00      01/21


*  Ground Lease

     For federal income tax purposes, the depreciable basis in this property
will be approximately $24,769,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line

                                      189


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Gateway Plaza Shopping Center was built in 2000. As of December 1, 2004,
this property was 93% occupied, with a total 334,030 square feet leased to 25
tenants and one ground lease tenant. The following table sets forth certain
information with respect to those leases:



                                     Approximate                                                        Base Rent Per
                                      GLA Leased       Lease        Renewal      Current Annual          Square Foot
Lessee                                (Sq. Ft.)         Ends        Options         Rent ($)            Per Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Cool Cuts for Kids                       1,194         09/05        1/5 yr.           28,656                24.00
Old Navy                                25,000         09/05        3/5 yr.          225,000                 9.00
Mattress Firm                            4,008         09/05        2/5 yr.           88,176                22.00
Rack Room                                7,996         09/05        2/5 yr.          147,926                18.50
Carpet Mills of America                  3,493         11/05        1/5 yr.           76,846                22.00
Dress Barn                               8,127         12/05        3/5 yr.          121,905                15.00
Baker Brothers                           3,000         12/05           -              75,000                25.00
Calico Corners                           5,278         12/05        2/5 yr.          126,672                24.00
Chipotle Mexican Grill                   2,432         12/05        3/5 yr.           59,025                24.27
Fitness Headquarters                     2,500         01/06        2/5 yr.           62,500                25.00
Home Theater Store                       6,000         02/08        1/6 mo.          156,000                26.00
Shogun Sushi                             4,253         05/09        2/5 yr.          114,831                27.00
Bassett Furniture                       10,200         07/09        2/5 yr.           98,124                 9.62
Michaels                                23,428         02/10        4/5 yr.          257,708                11.00
T.J. Maxx                               30,600         08/10        3/5 yr.          267,750                 8.75
Ultra Cosmetics & Salon                 11,250         10/10        3/5 yr.          202,500                18.00
Thomasville Home
  Furniture                             18,615         12/10        2/5 yr.          252,792                13.58
Bed Bath & Beyond                       30,000         01/11        4/5 yr.          330,000                11.00
Anamia's Tex-Mex                         5,058         02/11        2/5 yr.          126,450                25.00
Aaron Brothers Art &
  Frame                                  6,500         02/11        2/5 yr.          143,000                22.00
Starbucks                                1,830         03/11        2/5 yr.           54,900                30.00
Pearle Vision                            3,027         10/12        2/5 yr.           71,437                23.60
Zales                                    3,587         11/13        3/5 yr.           60,979                17.00
OfficeMax                               23,801         01/16        4/5 yr.          261,250                10.98
Bank of America                          5,430         12/20        3/5 yr.          190,000                34.99
Kohl's (Ground Lease)                   87,423         01/21        6/5 yr.          502,187                  N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

WAL-MART SUPERCENTER, BLYTHEVILLE, ARKANSAS

     We purchased an existing retail store known as Wal-Mart Supercenter,
containing 183,047 gross leasable square feet. The store is located at 3700
Highway 18, in Blytheville, Arkansas.

                                      190


     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $13,248,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately $72
per square foot of leasable space.

     We purchased this property with our own funds. On August 31, 2004, we
obtained financing in the amount of $7,100,000. The loan requires interest only
payments at an annual rate of 4.39% and matures in September 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Wal-Mart Supercenter, leases 100% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                      Base
                                                                      Rent
                                                                       Per
                                                                     Square
                       Approximate       % of        Current        Foot Per
                        GLA Leased       Total        Annual          Annum          Renewal          Lease Term
Lessee                  (Sq. Ft.)         GLA        Rent ($)          ($)           Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                         
Wal-Mart Supercenter      183,047         100        902,422           4.93          6/5 yr.       04/99      04/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,701,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

GATEWAY VILLAGE, ANNAPOLIS, MARYLAND

     We entered into a joint venture agreement with the current owners of an
existing shopping center known as Gateway Village, containing 273,788 gross
leasable square feet. The center is located at Housley Road and Defense Highway
in Annapolis, Maryland.

     We entered into a joint venture agreement with the current owners of this
property who are unaffiliated third parties. We made a capital contribution in
the amount of $49,513,455 to this joint venture and received an equity interest
representing a majority ownership and operating control of this joint venture.

     We made our capital contribution to the joint venture with our own funds.
On July 21, 2004, we obtained financing in the form of two loans totaling
$31,458,000. The first loan requires interest only payments on $27,233,000 at an
annual rate of the three month LIBOR Rate and 113 basis points and matures July
2009. The second loan requires interest only payments on $4,225,000 at an annual
interest rate of the three month LIBOR Rate and 200 basis points and matures
August 2005. Through additional joint ventures, the joint venture partners may
acquire additional properties, which would be managed by our joint venture
partner.

                                      191


     Three tenants, Safeway, Burlington Coat Factory and Best Buy, each lease
more than 10% of the total gross leasable area of the property. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot             Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)       Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Safeway                                       53,000           19             10.00             07/02      06/22

Burlington Coat Factory                       68,400           25              6.00             03/99      02/04
                                                                               6.29             03/04      02/09

Best Buy                                      58,000           21             16.00             04/96      04/01
                                                                              17.00             05/01      04/06
                                                                              18.00             05/06      04/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $37,135,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Gateway Village was built in 1996. As of December 1, 2004, this property
was 96% occupied, with a total 261,807 square feet leased to 14 tenants. The
following table sets forth certain information with respect to those leases:



                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased       Lease        Renewal           Annual           Square Foot Per
Lessee                                (Sq. Ft.)         Ends        Options          Rent ($)              Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                              
Big Screen Store                         3,525          10/05        2/5 yr.          88,125                 25.00
Career Partners                          1,600          02/06        1/5 yr.          36,716                 22.95
Chesapeake Open MRI                      3,000          04/06        1/5 yr.          72,120                 24.04
Annapolis Hair                           6,400          03/07           -             95,155                 14.87
US Army                                  2,877          04/07        1/1 yr.          63,294                 22.00
Standard Carpet                          3,975          08/07        1/5 yr.         113,279                 28.50
Burlington Coat Factory                 68,400          02/09        4/5 yr.         430,543                  6.29
Jenny Craig                              3,200          03/09        1/5 yr.          51,200                 16.00
Best Buy                                58,000          04/11        3/5 yr.         986,000                 17.00
Staples                                 24,491          08/11        3/5 yr.         404,101                 16.50
Sakura                                   4,600          12/11        2/5 yr.          82,800                 18.00
PETsMART                                25,416          01/12        5/5 yr.         419,364                 16.50
Safeway                                 53,000          06/22        6/5 yr.         530,000                 10.00
Beneficial Maryland                      3,323          Month-          -             63,137                 19.00
                                                      to-Month


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                      192


TOWSON CIRCLE, TOWSON, MARYLAND

     We entered into a joint venture agreement with the current owners of an
existing shopping center known as Towson Circle, containing 116,119 gross
leasable square feet of which 40,060 is a ground lease. The center is located at
York, Dulaney Valley and Joppa Roads, in Towson, Maryland.

     We entered into a joint venture agreement with the current owners of this
property, who are unaffiliated third parties. We made a capital contribution in
the amount of $28,450,000 to this joint venture and received an equity interest
representing a majority ownership and operating control of this joint venture.

     We made our capital contribution to the joint venture with our own funds.
On July 21, 2004, we obtained financing in the form of two loans totaling
$19,197,500. The first loan requires interest only payments on $15,647,500 at an
annual rate of 5.10% and matures July 2009. The second loan requires interest
only payments on $3,550,000 at an annual rate of 3.60% for the first ninety days
and thereafter at the three month LIBOR Rate and 200 basis points. The loan
matures August 2005. Through additional joint ventures, the joint venture
partners may acquire additional properties, which would be managed by our joint
venture partner.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Barnes & Noble, Trader Joe's East, Bally Total Fitness and
Pier 1 Imports, each lease more than 10% of the total gross leasable area of the
property. The leases with these tenants require the tenants to pay base annual
rent on a monthly basis as follows:



                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot             Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)       Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Barnes & Noble (Ground Lease)                 31,222           27             20.42             11/98      01/14

Trader Joe's East                             11,875           10               *               09/00      09/10

Bally Total Fitness                           21,713           19             20.50             12/99      12/04
                                                                              21.50             01/05      12/09
                                                                              22.50             01/10      12/14

Pier 1 Imports                                12,252           10             17.06             12/98      12/03
                                                                              19.62             01/04      12/08


* This tenant's lease requires payment of percentage rent only on a monthly
basis.

     For federal income tax purposes, the depreciable basis in this property
will be approximately $21,338,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Towson Circle was built in 1998. As of December 1, 2004, this property was
92% occupied, with a total 106,374 square feet leased to ten tenants and two
ground lease tenants. The following table sets forth certain information with
respect to those leases:

                                      193




                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased       Lease        Renewal           Annual           Square Foot Per
Lessee                                (Sq. Ft.)         Ends        Options          Rent ($)              Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Mattress Discounters                     2,518         05/05        1/5 yr.           62,950                25.00
T-Mobile                                 1,996         09/05        5/1 yr.           53,916                27.01
Hollywood Tanning System                 2,087         09/07        1/5 yr.           55,352                26.52
Nextel                                     400         03/08        1/5 yr.           24,720                61.80
Sprint PCS                               3,128         11/08           -              86,250                27.57
Pier 1 Imports                          12,252         12/08        2/5 yr.          240,350                19.62
Storehouse, Inc.                         6,345         09/09           -             170,681                26.90
Country Curtains                         4,000         07/10        1/5 yr.           80,000                20.00
Trader Joe's East                       11,875         09/10        2/5 yr.             *                     N/A
Barnes & Noble (Ground
  Lease)                                31,222         01/14        3/5 yr.          637,553                  N/A
Bally Total Fitness                     21,713         12/14        2/5 yr.          445,116                20.50
Bahama Breeze Restaurant
  (Ground Lease)                         8,838         09/18        3/5 yr.          238,336                  N/A


* This tenant's lease requires payment of percentage rent only on a monthly
basis.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

TOLLGATE MARKETPLACE, BEL AIR, MARYLAND

     We entered into a joint venture agreement with the current owners of an
existing shopping center known as Tollgate Marketplace, containing 392,587 gross
leasable square feet. The center is located at Route 24 and Route 1, in Bel Air,
Maryland.

     We entered into a joint venture agreement with the current owners of this
property, who are unaffiliated third parties. We made a capital contribution in
the amount of $72,300,000 to this joint venture and received an equity interest
representing a majority ownership and operating control of this joint venture.

     We made our capital contribution to the joint venture with our own funds.
On July 21, 2004, we obtained financing in the amount of $39,765,000. The loan
requires interest only payments at an annual rate of 2.80% for the first ninety
days and thereafter at the three month LIBOR Rate and 120 basis points. The loan
matures July 2009. Through additional joint ventures, the joint venture partners
may acquire additional properties, which would be managed by our joint venture
partner.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Giant Food and Jo Ann Fabrics, each lease more than 10% of the
total gross leasable area of the property. The leases with these tenants require
the tenants to pay base annual rent on a monthly basis as follows:

                                      194




                                           Approximate        % of        Base Rent Per
                                            GLA Leased       Total         Square Foot             Lease Term
Lessee                                      (Sq. Ft.)         GLA         Per Annum ($)      Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Giant Food                                    40,400           10              4.36             11/79      10/09

Jo Ann Fabrics                                46,000           12             11.00             07/98      01/09


     For federal income tax purposes, the depreciable basis in this property
will be approximately $54,225,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Tollgate Marketplace was built in 1979 and renovated in 1994. As of
December 1, 2004, this property was 100% occupied, with a total 392,587 square
feet leased to 34 tenants. The following table sets forth certain information
with respect to those leases:



                                                                                                          Base Rent
                                     Approximate                                     Current             Per Square
                                      GLA Leased       Lease        Renewal           Annual              Foot Per
Lessee                                (Sq. Ft.)         Ends        Options          Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
T.J. Maxx                                27,769        03/05           -             242,978                 8.75
Sylvan Learning Center                    3,900        06/05        1/5 yr.           75,335                19.32
AT & T Wireless                           2,000        09/05        1/5 yr.           63,999                32.00
Carvel Ice Cream                          1,250        10/05        1/5 yr.           32,500                26.00
Foto Image 1 Hour                         1,600        11/05           -              35,200                22.00
Outback Steakhouse                        6,200        12/05        3/5 yr.           77,000                12.42
Factory Card Outlet                      11,500        12/05        2/5 yr.          149,500                13.00
Dubinclipped                              1,230        06/06        2/5 yr.           33,495                27.23
Rockway Bedding                           3,200        08/06        1/5 yr.           70,400                22.00
Starbucks Coffee                          1,200        09/06        2/5 yr.           33,732                28.11
Hollywood Tanning System                  3,000        03/07        1/5 yr.           89,115                29.71
Only Nails                                1,230        06/07        1/5 yr.           39,147                31.83
Standard Carpet                           3,500        07/07        1/5 yr.           92,829                26.52
Rack Room Shoes                           6,980        11/07        1/5 yr.          127,385                18.25
JoAnn Fabrics                            46,000        01/09        3/5 yr.          506,000                11.00
Red Lobster                               8,355        01/09        3/5 yr.           78,750                 9.43
Giant Food                               40,400        10/09        3/5 yr.          176,341                 4.36
Boston Markets                            5,200        12/09           -              95,000                18.27
Staples                                  20,285        12/09        3/5 yr.          303,260                14.95
Toys "R" Us                              30,000        11/10       10/5 yr.          137,499                 4.58
TGI Fridays                               7,041        12/10        4/5 yr.          151,381                21.50
Petco                                    12,000        01/11        2/5 yr.          222,000                18.50
The Men's Wearhouse                       6,906        02/11        2/5 yr.          151,932                22.00
Pier 1 Imports                            9,920        02/11        2/5 yr.          200,681                20.23
Joo Dry Cleaners                          1,500        03/11           -              31,827                21.22
Sakura                                    5,380        06/11        2/5 yr.          114,648                21.31
Barnes & Noble Superstores               23,115        01/12        3/5 yr.          369,840                16.00
Michaels                                 35,000        01/12        3/5 yr.          349,999                10.00
Baja Fresh                                3,000        04/12        2/5 yr.           84,000                28.00


                                      195




                                                                                                          Base Rent
                                     Approximate                                     Current             Per Square
                                      GLA Leased       Lease        Renewal           Annual              Foot Per
Lessee                                (Sq. Ft.)         Ends        Options          Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
First Union Bank                          6,050        10/12        2/5 yr.          138,000                22.81
Bassett Furniture                        14,144        12/13        2/5 yr.          169,728                12.00
Tollgate Liquors                          4,282        05/14       10/1 yr.           51,384                12.00
Pizzeria Uno's                            6,360        11/14        4/5 yr.           84,700                13.32
Circuit City                             33,090        11/15        4/5 yr.          390,828                11.81


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

DORMAN CENTER, SPARTANBURG, SOUTH CAROLINA

     We purchased the second phase of Dorman Center, containing 37,200 gross
leasable square feet for approximately $7,082,000. We acquired the first phase
of Dorman Center, containing 350,867 gross leasable square feet on March 4, 2004
for approximately $43,118,000. The center is located at Blackstock Road and W.L.
Ezell Road, in Spartanburg, South Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $50,200,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$123 per square foot of leasable space for Phase I and $190 for per square foot
of leasable space for Phase II.

     We purchased this property with our own funds. On April 20, 2004, we
obtained financing in the amount of $27,610,000. The loan requires interest only
payments at an annual rate of 4.18% and matures May 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Wal-Mart Supercenter, leases more than 10% of the combined
total gross leasable area of the Phase I and Phase II properties. The lease with
this tenant requires the tenant to pay base annual rent on a monthly basis as
follows:



                                                                          Base Rent
                                      Approximate                         Per Square
                                       GLA Leased        % of Total        Foot Per                 Lease Term
Lessee                                 (Sq. Ft.)             GLA           Annum ($)           Beginning     To
---------------------------------------------------------------------------------------------------------------------
                                                                                             
Wal-Mart Supercenter                    219,622              57              7.45               08/03       08/23


         For federal income tax purposes, the total depreciable basis in this
property will be approximately $37,650,000. When we calculate depreciation
expense for tax purposes, we will use the straight-line

                                      196


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Dorman Center Phase I was built in 2003 and Dorman Center Phase II was
newly constructed in 2004. As of December 1, 2004, this property was 97%
occupied, with a total 377,467 square feet leased to 26 tenants. The following
table sets forth certain information with respect to those leases:



                                   Approximate                                                         Base Rent Per
                                    GLA Leased                     Renewal         Current Annual       Square Foot
Lessee                              (Sq. Ft.)      Lease Ends      Options            Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
DORMAN CENTER I

Happy Nails                            2,000          08/06         1/3 yr.              38,000            19.00
Pilgrim's Pathway                      2,000          09/06         1/3 yr.              32,000            16.00
Alltel                                 2,500          09/06         2/3 yr.              45,000            18.00
Payless Shoesource                     2,800          08/08         3/5 yr.              47,600            17.00
Your Dollar Store                      5,000          08/08         2/5 yr.              77,500            15.50
JD's Fashion                           3,500          08/08         1/5 yr.              63,000            18.00
Lee Jewelers                           1,700          09/08         2/5 yr.              33,150            19.50
Catherine's                            4,000          09/08         3/5 yr.              69,000            17.25
Super Tans                             2,500          10/08         2/3 yr.              42,500            17.00
Grand China Buffet                     6,000          11/08         4/5 yr.              78,000            13.00
Pier 1 Imports                        10,800          07/13         3/5 yr.             199,800            18.50
Michaels                              23,758          09/13         4/5 yr.             249,459            10.50
McAllister's Deli                      4,000          10/13         2/5 yr.              66,000            16.50
Moe's Southwestern                     3,000          01/14         2/5 yr.              45,000            15.00
Linens 'N Things                      25,000          01/14         3/5 yr.             252,050            10.08
Ross Dress for Less                   30,187          01/14         4/5 yr.             332,057            11.00
Wal-Mart Supercenter                 219,622          08/23        15/5 yr.           1,636,184             7.45
                                                                  & 1/4 yr.

DORMAN CENTER II

American Cash Advance                  1,400          04/07         1/3 yr.              24,500            17.50
Cingular Wireless                      1,600          05/07         2/2 yr.              28,000            17.50
Aim Mail Center                        1,600          06/09            -                 28,000            17.50
Sally Beauty Supply                    1,400          04/09         2/5 yr.              25,200            18.00
Cost Cutters                           1,400          05/09         1/5 yr.              25,900            18.50
American's Home Place                  3,500          06/09         2/3 yr.              57,225            16.35
America's Best                         3,000          07/09         1/5 yr.              46,500            15.50
Italian Pie                            3,200          07/14         2/5 yr.              52,800            16.50
Shoe Carnival                         12,000          03/14         2/5 yr.             156,000            13.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                      197


CRANBERRY SQUARE, CRANBERRY TOWNSHIP, PENNSYLVANIA

     We purchased an existing shopping center known as Cranberry Square,
containing 195,566 gross leasable square feet. The center is located on U.S.
Route 19 in Cranberry Township, Pennsylvania.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $20,220,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$103 per square foot of leasable space.

     We purchased this property with our own funds. On July 16, 2004, we
obtained financing for this property in the amount of $10,900,000. The loan
requires interest only payments at an annual rate of 4.975% and matures August
2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     All five tenants, Barnes & Noble, Dick's Sporting Goods, Best Buy,
OfficeMax and Toys "R" Us, each lease more than 10% of the total gross leasable
area of the property. The leases with these tenants require the tenants to pay
base annual rent on a monthly basis as follows:



                                                                          Base Rent
                                      Approximate                         Per Square
                                       GLA Leased        % of Total        Foot Per                 Lease Term
Lessee                                 (Sq. Ft.)             GLA           Annum ($)           Beginning     To
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Barnes & Noble                          25,200               13              12.50              11/96      10/06
                                                                             15.00              11/06      10/11
Dick's Sporting Goods                   50,000               26              10.25              02/97      01/12

Best Buy                                37,005               19              12.25              11/02      01/08
                                                                             13.25              02/08      01/13
OfficeMax                               23,380               12              10.10              10/96      09/01
                                                                             10.60              10/01      09/06
                                                                             10.80              10/06      09/11
Toys "R" Us                             45,000               23               3.78              11/96      01/07
                                                                              4.16              02/07      01/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $15,165,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Cranberry Square was built in 1996. As of December 1, 2004, this property
was 92% occupied, with a total 180,585 square feet leased to five tenants. The
following table sets forth certain information with respect to those leases:

                                      198




                                   Approximate                                        Current          Base Rent Per
                                    GLA Leased                     Renewal             Annual         Square Foot Per
Lessee                              (Sq. Ft.)      Lease Ends      Options            Rent ($)           Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
OfficeMax                            23,380           09/11        3/5 yr.            247,828              10.60
Barnes & Noble                       25,200           10/11        2/5 yr.            315,000              12.50
Toys "R" Us                          45,000           01/12        6/5 yr.            170,100               3.78
Dick's Sporting Goods                50,000           01/12        3/5 yr.            512,500              10.25
Best Buy                             37,005           01/13        4/5 yr.            453,311              12.25


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

KOHL'S/WILSHIRE PLAZA III, KANSAS CITY, MISSOURI

     We finalized our purchase of 88,248 gross leasable square feet of a newly
constructed single tenant space that is part of a shopping center known as
Wilshire Plaza III. The center is located at I-35 and Highway 152 in Kansas
City, Missouri.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $10,099,050. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$114 per square foot of leasable space.

     On November 17, 2004, we obtained financing in the amount of $5,417,500.
The loan requires interest only payments at an annual rate of 5.12% and matures
in December 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kohl's, leases 100% of the total gross leasable area of the
property. The lease with this tenant requires the tenant to pay base annual rent
on a monthly basis as follows:



                                                                    Base Rent
                       Approximate       % of                       Per Square
                        GLA Leased       Total        Annual         Foot Per       Renewal          Lease Term
Lessee                  (Sq. Ft.)         GLA        Rent ($)       Annum ($)       Options     Beginning     To
----------------------------------------------------------------------------------------------------------------------
                                                                                       
Kohl's                    88,248          100         738,396          8.37         6/5 yr.       10/04     10/14
                                                      782,760          8.87                       11/14     01/25


     For federal income tax purposes, the depreciable basis in this property
will be approximately $7,574,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

                                      199


SHOPPES OF DALLAS, DALLAS, GEORGIA

     We purchased a newly constructed shopping center known as Shoppes of
Dallas, containing 70,610 gross leasable square feet. The center is located at
Highway 381 and East Paulding Drive, in Dallas, Georgia.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $13,052,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$185 per square foot of leasable space.

     We purchased this property with our own funds. On September 30, 2004, we
obtained financing in the amount of $7,178,700. The loan requires interest only
payments at an annual rate of 4.96% and matures in April 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                            Base Rent
                                           Approximate                     Per Square
                                            GLA Leased     % of Total       Foot Per                Lease Term
Lessee                                      (Sq. Ft.)         GLA           Annum ($)         Beginning        To
----------------------------------------------------------------------------------------------------------------------
                                                                                               
Publix                                        44,840           64             10.25             03/04         03/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,789,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Shoppes of Dallas was newly constructed in 2004. The property is currently
in a leasing up phase and certain tenants have executed leases for retail space
within the shopping center. As of December 1, 2004, this property was 86%
occupied, with a total of 61,010 square feet leased to 12 tenants. In addition,
the seller is funding the shortfall rent for certain tenants until the space is
occupied. The following table sets forth certain information with respect to
those leases:



                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased                    Renewal           Annual           Square Foot Per
Lessee                                (Sq. Ft.)       Lease Ends    Options          Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Creative Tan                             1,200           04/07      1/3 yr.           24,000                20.00
Ladies Fitness Express                   1,200           04/07      1/3 yr.           19,800                16.50
West Georgia Wireless                      900           04/07      1/3 yr.           15,300                17.00
Evan Blake Salon                         1,200           04/07      1/3 yr.           21,000                17.00
Dollar Train                             2,100           06/07      1/3 yr.           36,750                17.50
USA Nails                                1,200           03/09      2/5 yr.           28,800                24.00
Great Clips                              1,200           04/09      2/5 yr.           26,400                22.00
China Fun                                1,200           05/09      2/5 yr.           25,200                21.00


                                      200




                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased                    Renewal           Annual           Square Foot Per
Lessee                                (Sq. Ft.)       Lease Ends    Options          Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Dry Clean USA                            1,200           06/09      2/5 yr.           28,800                24.00
Subway                                   1,200           07/09      2/5 yr.           22,800                19.00
Beef O' Brady's                          3,570           08/09         -              80,325                22.50
Publix                                  44,840           03/24      6/5 yr.          459,600                10.25


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

THE SHOPS AT BOARDWALK, KANSAS CITY, MISSOURI

     We purchased a newly constructed shopping center known as The Shops at
Boardwalk, containing 122,916 gross leasable square feet. The center is located
at North Boardwalk Avenue and Ambassador Drive in Kansas City, Missouri.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $36,642,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$298 per square foot of leasable space.

     We purchased this property with our own funds. On July 2, 2004, we obtained
financing in the amount of $20,150,000. The loan requires interest only payments
at an annual rate of 4.13% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Borders Books, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                            Base Rent
                                           Approximate                     Per Square
                                            GLA Leased     % of Total       Foot Per            Lease Term
Lessee                                      (Sq. Ft.)         GLA           Annum ($)      Beginning      To
----------------------------------------------------------------------------------------------------------------------
                                                                                          
Borders Books                                 19,000           16             13.95          09/02       08/08
                                                                              14.65          09/08       08/13
                                                                              15.38          09/13       08/18
                                                                              16.11          09/18       01/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $27,500,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

                                      201


     The Shops at Boardwalk was newly constructed during 2003 and 2004. The
property is currently in a leasing up phase and certain tenants have executed
leases for retail space within the shopping center. In addition, the seller is
funding the shortfall rent for certain tenants until the space is occupied. As
of December 1, 2004, this property was 81% occupied, with a total of 99,881
square feet leased to 24 tenants. The following table sets forth certain
information with respect to those leases:



                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased                        Renewal       Annual           Square Foot Per
Lessee                                (Sq. Ft.)        Lease Ends       Options      Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
Coldwater Creek*                        4,620           Month-to-       2/5 yr.       110,808              24.00
                                                          Month
Nextel Communications                   2,004             05/08         2/5 yr.        54,108              27.00
Electronic Boutique                     2,195             06/08         1/5 yr.        60,582              27.60
Chicos                                  2,735             07/08         2/5 yr.        68,375              25.00
Planet Sub                              3,147             07/08        1/3 yr. &       84,969              27.00
                                                                        1/2 yr.
Jos. A. Banks                           4,200             08/08         1/5 yr.        92,400              22.00
Claire's Boutique                       1,200             08/08         2/2 yr.        36,000              30.00
Maurices                                3,781             08/08         2/3 yr.        94,525              25.00
Noggin Noodle                           2,390             10/08         1/5 yr.        62,140              26.00
Select Comfort                          2,158             12/08        1/3 yr. &       64,740              30.00
                                                                        1/2 yr.
Archivers                               5,957             01/09         1/5 yr.       119,140              20.00
2nd Swing                               3,580             04/09        1/10 yr.        93,080              26.00
Hallmark                                3,477             05/09         2/5 yr.        71,279              20.50
Trade Secrets                           2,763             08/09         1/5 yr.        74,601              27.00
J. Jill                                 4,040             07/13            -          121,200              30.00
Chipolte Mexican Grill                  2,801             07/13         2/5 yr.        78,428              28.00
Yankee Candle                           2,000             07/13         1/5 yr.        50,000              25.00
Red Star Tavern                         7,200             08/13         2/5 yr.       209,061              29.00
Christopher & Banks                     3,500             08/13            -           91,000              26.00
Kirklands                               4,915             01/14            -          108,130              22.00
Payless Shoesource                      3,294             04/14         2/4 yr.        88,938              27.00
Genghis Khan                            4,423             05/14         2/5 yr.        88,460              20.00
Talbots                                 4,501             01/16         2/4 yr.       117,026              26.00
Borders Books                          19,000             01/24         4/5 yr.       265,050              13.95


*  Renewal negotiations in progress

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

SHOPPES OF PROMINENCE POINT, CANTON, GEORGIA

     We purchased a newly constructed shopping center known as Shoppes of
Prominence Point, containing 78,058 gross leasable square feet. The center is
located at Interstate 575 and State Route 5, in Canton, Georgia.

                                      202


     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $15,155,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$194 per square foot of leasable space.

     We purchased this property with our own funds. On August 13, 2004, we
obtained financing in the amount of $9,954,300. The loan requires interest only
payments at an annual rate of 5.235% and matures September 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                            Base Rent
                                           Approximate                      Per Square
                                            GLA Leased     % of Total        Foot Per            Lease Term
Lessee                                      (Sq. Ft.)         GLA           Annum ($)      Beginning      To
--------------------------------------------------------------------------------------------------------------------
                                                                                          
Publix                                        44,840           57             10.80          03/04       03/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $11,366,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Shoppes of Prominence Point was newly constructed in 2004. As of December
1, 2004, this property was 91% occupied, with a total of 70,758 square feet
leased to 15 tenants. The following table sets forth certain information with
respect to those leases:



                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased                        Renewal       Annual           Square Foot Per
Lessee                                (Sq. Ft.)        Lease Ends       Options      Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
World Wireless                          1,050             03/07         1/3 yr.        21,000              20.00
World Dollar Store                      1,610             04/07         1/3 yr.        30,590              19.00
Curves                                  1,400             04/07         1/3 yr.        27,300              19.50
Prominence Chiropractic                 1,400             05/07         1/3 yr.        26,600              19.00
Oceanside Tanning                       1,400             04/08         1/4 yr.        32,200              23.00
Bowen's TaeKwonDo Plus                  2,450             04/08         1/4 yr.        47,775              19.50
Blockbuster Video                       5,268             01/09         4/5 yr.        92,190              17.50
Holly Nails                             1,050             04/09         1/4 yr.        25,200              24.00
Dry Clean USA                           1,400             04/09            -           33,600              24.00
Yoon Sushi Restaurant                   1,400             05/09         1/5 yr.        25,900              18.50
Great Clips                             1,400             05/09         2/5 yr.        30,800              22.00
The UPS Store                           1,400             05/09         1/5 yr.        26,600              19.00
Mui Lan Restaurant                      2,100             05/09         1/5 yr.        40,950              19.50
Beef O'Brady's                          2,590             05/12         1/8 yr.        46,620              18.00
Publix                                 44,840             03/24         6/5 yr.       484,272              10.80


                                      203


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

DAVIS TOWNE CROSSING, NORTH RICHLAND HILLS, TEXAS

     We purchased 34,091 square feet of a newly constructed shopping center
known as Davis Towne Crossing, which will contain 41,295 gross leasable square
feet of which 4,000 square feet will be a ground lease. The center is located at
Davis Boulevard and Precinct Line Road in North Richland Hills, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the entire property will be approximately $9,755,000. Our
acquisition cost for the portion we purchased was $8,141,000. This amount may
increase by additional costs which have not yet been finally determined. We
expect any additional costs to be insignificant. Our acquisition cost for the
entire property will be approximately $236 per square foot of leasable space.

     We purchased this property with our own funds. On August 9, 2004, we
obtained financing in the amount of $5,365,200. The loan requires interest only
payments at an annual rate of 5.185% and matures September 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Lady USA Fitness and Cotton Patch Cafe, each lease more than
10% of the total gross leasable area of the property. The leases with these
tenants require the tenant to pay base annual rent on a monthly basis as
follows:



                                                                            Base Rent
                                           Approximate                      Per Square
                                            GLA Leased     % of Total        Foot Per            Lease Term
Lessee                                      (Sq. Ft.)         GLA           Annum ($)      Beginning      To
--------------------------------------------------------------------------------------------------------------------
                                                                                          
Lady USA Fitness                              6,000            14             17.00           10/03      10/08

Cotton Patch Cafe                             4,400            11             20.00           12/03      11/08


     For federal income tax purposes, the depreciable basis in this property
when completed will be approximately $7,316,000. When we calculate depreciation
expense for tax purposes, we will use the straight-line method. We depreciate
buildings and improvements based upon estimated useful lives of 40 and 20 years,
respectively.

     Davis Towne Crossing was newly constructed during 2003 and 2004. The
property is currently in a leasing up phase and certain tenants have executed
leases for retail space within the shopping center. In addition, the seller is
funding the shortfall rent for certain tenants until the space is occupied. As
of December 1, 2004, the portion of the property we purchased was 91% occupied
with 31,091 square feet leased to 11 tenants and one ground lease tenant. The
following table sets forth certain information with respect to those leases:

                                      204




                                     Approximate                                     Current            Base Rent Per
                                      GLA Leased                        Renewal       Annual           Square Foot Per
Lessee                                (Sq. Ft.)        Lease Ends       Options      Rent ($)             Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
H & R Block                            2,264              05/07         1/3 yr.        45,280              20.00
RadioShack                             2,400              08/08         3/5 yr.        48,000              20.00
Sport Clips                            1,440              08/08         2/5 yr.        28,800              20.00
EB Games                               1,500              09/08         2/5 yr.        31,500              21.00
Luxury Nails                           1,400              09/08         1/5 yr.        29,400              21.00
Friedman's Jewelers                    1,727              10/08         3/3 yr.        32,813              19.00
Lady USA Fitness                       6,000              10/08         2/5 yr.       102,000              17.00
Cotton Patch Cafe                      4,400              11/08         1/5 yr.        88,000              20.00
The UPS Store                          1,360              02/09         1/5 yr.        25,840              19.00
Payless Shoes                          3,000              07/13         2/5 yr.        54,000              18.00
Quiznos Subs                           1,600              11/13         1/5 yr.        30,400              19.00
Washington Mutual
  (Ground Lease)                       4,000              08/28         4/5 yr.        85,000                N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

FULLERTON METROCENTER, FULLERTON, CALIFORNIA

     We purchased an existing shopping center known as Fullerton Metrocenter,
containing 253,296 gross leasable square feet which includes 5,178 square feet
of ground lease space. The center is located at Harbor Boulevard and
Orangethorpe Avenue, in Fullerton, California.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $51,275,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$202 per square foot of leasable space.

     We purchased this property with our own funds. On July 9, 2004, we obtained
financing in the amount of $28,050,000. The loan requires interest only payments
at an annual rate of 5.09% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Sportmart, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:

                                      205




                                                                            Base Rent
                                     Approximate                           Per Square
                                     GLA Leased         % of Total          Foot Per             Lease Term
Lessee                                (Sq. Ft.)            GLA              Annum ($)       Beginning         To
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Sportmart                               43,660              17                 8.25           10/88          10/93
                                                                               9.13           11/93          10/98
                                                                               9.54           11/98          10/03
                                                                               9.95           11/03          02/06


     For federal income tax purposes, the depreciable basis in this property
will be approximately $38,456,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Fullerton Metrocenter was built in 1988. As of December 1, 2004, this
property was 82% occupied, with a total 208,174 square feet leased to 38 tenants
and two ground lease tenants. The following table sets forth certain information
with respect to those leases:



                                                                                                      Base Rent Per
                                           Approximate                                   Current       Square Foot
                                            GLA Leased                      Renewal       Annual        Per Annum
Lessee                                      (Sq. Ft.)       Lease Ends      Options      Rent ($)          ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                            
H & R Block                                   5,250          Month-to-         -          141,816          27.01
                                                               Month
Sportmart                                    43,660            02/06        3/5 yr.       434,334           9.95
La Caffepia                                   1,245            03/06           -           36,708          29.48
Citi Financial                                1,560            05/06           -           35,604          22.82
KFC (Ground Lease)                            2,304            05/06           -          100,800            N/A
AT & T Wireless Services                      2,775            10/06        1/5 yr.        75,980          27.38
Payless Shoesource                            2,525            10/06        1/5 yr.        49,768          19.71
Jenny Craig                                   1,900            02/07           -           53,656          28.24
RadioShack                                    2,050            04/07        1/3 yr.        47,970          23.40
Party America                                 9,610            05/07           -          128,064          13.33
Adelphia Communications                       1,515            06/07        1/5 yr.        41,465          27.37
Quizno's Subs                                 1,400            08/07        1/5 yr.        40,460          28.90
Brite Dental                                  2,250            08/07        2/5 yr.        43,920          19.52
Lilacs Flowers and Gifts                      1,200            11/07        1/5 yr.        42,275          35.23
GameStop                                      1,550            12/07           -           36,900          23.81
Ruby's Diner                                  3,592            02/08           -          106,320          29.60
Pop's Unfinished Furniture                    6,650            04/08        2/5 yr.       101,745          15.30
Burger King (Ground Lease)                    2,874            04/08        2/5 yr.       130,968            N/A
Record Town                                   6,350            06/08        2/5 yr.        99,920          15.74
GMP Vitamin                                   1,020            07/08           -           30,681          30.08
Beneficial Finance                            1,775            10/08           -           51,456          28.99
Fantastic Sams                                1,170            11/08           -           34,728          29.68
Beauty Avenue                                 5,400            11/08           -          110,808          20.52
Jewelry Mart                                  7,000            12/08        2/5 yr.       273,432          39.06
Tilly's                                       6,040            12/08        1/5 yr.       132,276          21.90
Sylvan Learning Center                        3,648            05/09        2/3 yr.        71,646          19.64


                                       206




                                                                                                      Base Rent Per
                                           Approximate                                   Current       Square Foot
                                            GLA Leased                      Renewal       Annual        Per Annum
Lessee                                      (Sq. Ft.)       Lease Ends      Options      Rent ($)          ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Miry Collection                               4,350            05/09           -          109,260          25.12
Vans                                          1,650            06/09           -           46,348          28.09
Super Mex Restaurants                         5,500            10/09           -          163,334          29.70
Kim Sun Young Salon                           1,280            10/09           -           37,860          29.58
Metro Dry Cleaning                            1,950            11/09        1/5 yr.        53,904          27.64
Tip Top Nails                                   900            01/10        1/5 yr.        36,468          40.52
Matsunoya                                     2,900            06/10           -           70,932          24.46
Baskin-Robbins                                1,275            10/10        1/5 yr.        39,948          31.33
China Buffet                                 10,828            06/11           -          184,617          17.05
First Bank and Trust                         21,600            02/13        2/5 yr.       201,256           9.31
Orange County Credit Union                    4,000            12/13        1/5 yr.        81,600          20.40
Big Island BBQ                                1,090            03/14        1/5 yr.        31,932          28.80
Avenue                                        5,300            01/15        2/5 yr.       104,256          19.67
PETsMART                                     19,238            03/19        3/5 yr.       278,544          14.48


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LOW COUNTRY VILLAGE SHOPPING CENTER, BLUFFTON, SOUTH CAROLINA

     We purchased a newly constructed shopping center known as Low Country
Village Shopping Center, containing 76,479 gross leasable square feet (Phase I).
We signed an agreement, subject to conditions, to purchase an additional 63,460
gross leasable square feet (Phase II) of construction estimated to be completed
in late 2004 to early 2005 for approximately $10,542,800. The center is located
at Highway 278 and Foreman Hill Road in Bluffton, South Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $11,091,000 for Phase I. This amount may
increase by additional costs which have not yet been finally determined. We
expect any additional costs to be insignificant. Our acquisition cost was
approximately $145 per square foot of leasable space for Phase I and $166 per
square foot of leasable space for Phase II.

     We purchased Phase I and intend to purchase Phase II with our own funds. On
October 6, 2004, we obtained financing in the amount of $5,370,000. The loan
requires interest only payments at an annual rate of 4.96% and matures in May
2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Ross Dress for Less, Michaels and PETsMART, lease more than
10% of the total gross leasable area of the Phase I property. The lease term
will be determined in accordance with the tenant's commencement date. The lease
with this tenant requires the tenant to pay base annual rent on a monthly basis
as follows:

                                      207




                                                                           Base Rent
                                      Approximate         Phase I         Per Square
                                      GLA Leased         % of Total        Foot Per               Lease Term
Lessee                                 (Sq. Ft.)            GLA            Annum ($)        Beginning          To
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Ross Dress for Less                      30,131              39                9.75           05/04          04/09
                                                                              10.25           05/09          04/14

Michaels                                 21,360              28                9.75           02/04          02/14

PETsMART                                 19,107              25               12.95           02/04          01/09
                                                                              13.95           02/09          01/14
                                                                              14.95           02/14          01/19


     For federal income tax purposes, the depreciable basis in this property
will be approximately $8,318,000 for Phase I. When we calculate depreciation
expense for tax purposes, we will use the straight-line method. We depreciate
buildings and improvements based upon estimated useful lives of 40 and 20 years,
respectively.

     Low Country Village Shopping Center is newly constructed in 2004. As of
December 1, 2004, Phase I was 97% occupied, with a total of 74,299 square feet
leased to six tenants. The property is currently in a leasing up phase for Phase
II and certain tenants have executed lease for retail space within the shopping
center. The following table sets forth certain information with respect to those
leases:



                                                                                                     Base Rent Per
                                             Approximate                               Current        Square Foot
                                             GLA Leased      Lease       Renewal        Annual         Per Annum
Lessee                                        (Sq. Ft.)       Ends       Options       Rent ($)           ($)
--------------------------------------------------------------------------------------------------------------------
                                                                                            
PHASE I

Kim Nails                                       1,088         07/09        1/5 yr.         18,496          17.00
Sport Clips                                     1,107         07/09        2/5 yr.         19,373          17.50
Quizno's                                        1,506         09/09        2/5 yr.         27,108          18.00
Michaels                                       21,360         02/14        4/5 yr.        208,260           9.75
Ross Dress for Less                            30,131         04/14        4/5 yr.        293,777           9.75
PETsMART                                       19,107         01/19        3/5 yr.        247,436          12.95

PHASE II

Linens 'N Things*                              25,080         07/14                       244,530           9.75
Cost Plus World Market*                        18,300         01/15                       215,025          11.75


*    Lease renewal option information not currently available.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                      208


NORTHGATE NORTH, SEATTLE, WASHINGTON

     We purchased a newly constructed shopping center known as Northgate North,
containing 302,095 gross leasable square feet. The center is located at 302
Northeast Northgate Way in Seattle, Washington.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $48,455,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$160 per square foot of leasable space.

     We purchased this property with our own funds. On July 14, 2004, we
obtained financing in the amount of $26,650,000. The loan requires interest only
payments at an annual rate of 4.60% and matures July 2008.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Target and Best Buy, each leases more than 10% of the total
gross leasable area of the property. The leases with these tenants require the
tenants to pay base annual rent on a monthly basis as follows:



                                                                         Base Rent            Lease Term
                                        Approximate                     Per Square
                                        GLA Leased      % of Total       Foot Per
Lessee                                   (Sq. Ft.)          GLA          Annum ($)     Beginning           To
-------------------------------------------------------------------------------------------------------------------
                                                                                           
Target                                   147,582           49               4.34         01/01            12/25

Best Buy                                  51,202           17              25.00         10/00            01/06
                                                                           27.00         02/06            01/11
                                                                           29.00         02/11            01/16
                                                                           31.00         02/16            01/21


     For federal income tax purposes, the depreciable basis in this property
will be approximately $36,341,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Northgate North was constructed between 2000 and 2003. As of December 1,
2004, this property was 98% occupied, with a total 297,006 square feet leased to
eight tenants. The following table sets forth certain information with respect
to those leases:



                                           Approximate                                  Current       Base Rent Per
                                            GLA Leased       Lease       Renewal        Annual         Square Foot
Lessee                                      (Sq. Ft.)        Ends        Options       Rent ($)       Per Annum ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Qwest Wireless                                1,950          12/07       2/5 yr.        40,000            20.51
Quizno's                                      1,315          07/12       2/5 yr.        41,856            31.83
Olive Garden                                  7,930          10/12       4/5 yr.       205,000            25.85
Ross Dress for Less                          25,278          01/14       4/5 yr.       391,809            15.50


                                       209




                                           Approximate                                  Current       Base Rent Per
                                            GLA Leased       Lease       Renewal        Annual         Square Foot
Lessee                                      (Sq. Ft.)        Ends        Options       Rent ($)       Per Annum ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                           
G.I. Joe's (Storage)                          1,968          05/18       4/5 yr.          11,808           6.00
G.I. Joe's                                   44,370          05/18       4/5 yr.         532,440          12.00
Bassett Furniture                            15,411          10/19          -            295,000          19.14
Best Buy                                     51,202          01/21       4/5 yr.       1,280,060          25.00
Target                                      147,582          12/25       6/5 yr.         640,000           4.34


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PACHECO PASS SHOPPING CENTER, GILROY, CALIFORNIA

     We anticipate purchasing a portion of a newly constructed shopping center
known as Pacheco Pass Shopping Center, containing 99,356 gross leasable square
feet (which includes 11,810 square feet of ground lease space). The center is
located at Camino Arroyo and State Highway 152 in Gilroy, California.

     On June 30, 2004, we funded the initial installment of a $22,000,000 first
mortgage in the amount of $15,332,906. The remainder of $6,667,094 is expected
to be funded in the fourth quarter of 2004. The interest rate of this first
mortgage is 6.9933% and it matures on July 15, 2005. We anticipate purchasing
the center when the mortgage matures for approximately $24,400,000. We will use
the principal towards our purchase price.

     Two tenants, Best Buy and Linens 'N Things, will lease more than 10% of the
total gross leasable area of the property. The lease term will be determined in
accordance with the tenant's commencement date. The lease with this tenant
requires the tenant to pay base annual rent on a monthly basis as follows:



                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per                Lease Term
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Best Buy                                   30,000            30           13.91          11/03            01/14

Linens 'N Things                           27,984            28           13.50          03/04            01/15


     For federal income tax purposes, the depreciable basis in this property
will be approximately $18,300,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Pacheco Pass Shopping Center was newly constructed in 2004. As of December
1, 2004, the property is currently in a leasing up phase and certain tenants
have executed lease for retail space within the shopping center. The following
table sets forth certain information with respect to those leases:

                                      210




                                                      Approximate                     Current       Base Rent Per
                                                       GLA Leased        Lease        Annual         Square Foot
Lessee                                                 (Sq. Ft.)         Ends        Rent ($)       Per Annum ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                              
Nextel Communications                                     1,500          12/10         54,000             36.00
Electronics Boutique                                      1,500          11/13         52,500             35.00
The Sleep Train                                           4,550          11/13        111,475             24.50
Best Buy                                                 30,000          01/14        417,240             13.91
Cold Stone Creamery                                       1,200          01/14         38,880             32.40
Jamba Juice                                               1,500          01/14         50,400             33.60
Subway                                                    1,500          01/14         54,000             36.00
Sip n' Hot                                                1,650          01/14         56,925             34.50
Maui Taco                                                 2,528          06/14         87,216             34.50
Monterey Spa & Stove                                      4,612          07/14        103,770             22.50
Linens 'N Things                                         27,984          01/15        377,784             13.50
Bank of America (Ground Lease)                              N/A          01/24        120,000               N/A
Chili's (Ground Lease)                                      N/A          04/14        100,000               N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LAKEWOOD TOWNE CENTER, LAKEWOOD, WASHINGTON

     We purchased an existing shopping center known as Lakewood Towne Center,
containing 578,863 gross leasable square feet. The center is located at Gravelly
Lake Drive and 100th Street, in Lakewood, Washington.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $81,100,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$140 per square foot of leasable space.

     We purchased this property with our own funds. On June 30,2004, we obtained
financing in the form of two loans totaling $51,260,000. The first loan requires
interest only payments on $44,000,000 at an annual rate of 2.68% for the first
ninety days and thereafter at the three month LIBOR Rate. This loan matures June
2009. The second loan requires interest only payments on $7,260,000 at an annual
rate of 3.83% for the first ninety days and thereafter at the LIBOR Rate. This
loan matures July 2005.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Gottschalk's and Burlington Coat Factory, each lease more than
10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:

                                      211




                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per                Lease Term
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Gottschalk's                               119,256           21           3.35           04/02            02/12

Burlington Coat Factory                     70,533           12           5.50           08/03            08/08
                                                                          5.75           09/08            08/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $60,825,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Lakewood Towne Center was rebuilt in 2002 and 2003. As of December 1, 2004,
this property was 95% occupied, with a total 548,113 square feet leased to 26
tenants. The following table sets forth certain information with respect to
those leases:



                                           Approximate                                  Current       Base Rent Per
                                            GLA Leased       Lease       Renewal        Annual         Square Foot
Lessee                                      (Sq. Ft.)        Ends        Options       Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Rent-A-Center                                  4,275         05/05       2/5 yr.         47,025           11.00
Catherine P.S. Plus                            4,507         07/05          -            63,098           14.00
Pierce Transit                                 4,200         07/06          -            42,000           10.00
Merino's Fine Custom                           1,095         09/06       1/5 yr.         21,900           20.00
Old Country Buffet                             9,500         12/06       2/5 yr.        118,750           12.50
Old Navy                                      16,172         01/08       2/5 yr.        177,892           11.00
Famous Footwear                                8,355         10/08       2/5 yr.        125,325           15.00
EB Games                                       1,400         08/09       1/5 yr.         35,000           25.00
Wells Fargo Financial                          1,750         11/09          -            19,565           11.18
Lowes Cineplex                                48,229         11/11       4/5 yr.        516,816           10.72
Barnes & Noble                                23,104         01/12       2/5 yr.        317,680           13.75
Michaels                                      24,035         02/12       3/5 yr.        288,420           12.00
Gottschalk's                                 119,256         02/12          -           400,000            3.35
Bed Bath & Beyond                             30,530         01/13       3/5 yr.        381,625           12.50
The Dollar Store                              15,564         01/13       1/5 yr.        210,114           13.50
Ross Dress for Less                           30,151         01/13       4/5 yr.        354,274           11.75
Lakewood Dialysis                              9,450         03/13       2/5 yr.        135,418           14.33
Burlington Coat Factory                       70,533         08/13       3/5 yr.        387,932            5.50
Office Depot                                  18,000         09/13       4/5 yr.        265,500           14.75
La Palma Restaurant                            5,120         01/14       2/5 yr.         51,200           10.00
Pier 1 Imports                                11,142         02/14       2/5 yr.        192,200           17.25
Motherhood Maternity                           1,750         05/14       1/5 yr.         42,875           24.50
Avenue                                         5,682         01/16       3/5 yr.         88,469           15.57
24 Hour Fitness                               20,219         12/16       2/5 yr.        279,022           13.80
G.I. Joes                                     45,005         11/17       4/5 yr.        540,060           12.00
PETsMART                                      19,089         01/19       4/5 yr.        209,979           11.00


                                      212


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

JOHN'S CREEK VILLAGE, DULUTH, GEORGIA

     We purchased 141,802 square feet of a newly constructed shopping center
known as John's Creek Village, which will contain 191,752 gross leasable square
feet (which includes 10,555 square feet of ground lease space). The center is
located at 11720 Medlock Bridge Road, in Duluth, Georgia.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost for the entire property will be approximately $42,503,000. Our
acquisition cost for the portion we purchased was approximately $29,158,000.
This amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost for the entire property will be approximately $222 per square foot of
leasable space.

     We purchased this property with our own funds. On July 2, 2004, we obtained
financing in the amount of $23,300,000. The loan requires interest only payments
at an annual rate of 5.10% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, LA Fitness, Ross Dress For Less and T.J. Maxx, will lease
more than 10% of the total gross leasable area of the property. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                        Base Rent              Lease Term
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
LA Fitness                                 41,000            21           17.00          12/03           11/13
                                                                           CPI           12/13           04/19

Ross Dress for Less                        30,187            16           10.75          05/04           01/15

T.J. Maxx                                  30,000            16            8.95          09/03           09/13


     For federal income tax purposes, the depreciable basis in this property
when completed will be approximately $31,877,200. When we calculate depreciation
expense for tax purposes, we will use the straight-line method. We depreciate
buildings and improvements based upon estimated useful lives of 40 and 20 years,
respectively.

     John's Creek Village was newly constructed in 2003 and 2004. The property
is currently leasing up the remaining vacancies and certain tenants have
executed leases for retail space within the shopping center. As of December 1,
2004, the portion of the property we purchased was 100% occupied with a total
141,802 square feet leased to 15 tenants and two ground lease tenants. The
following table sets forth certain information with respect to those leases:

                                      213




                                           Approximate                                  Current       Base Rent Per
                                           GLA Leased        Lease       Renewal        Annual         Square Foot
Lessee                                      (Sq. Ft.)        Ends        Options       Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Nextel Communications                          1,640         11/08       2/5 yr.         46,740           28.50
American Mattress                              6,500         11/08       1/5 yr.        100,750           15.50
Electronics Boutique                           1,200         01/09       2/5 yr.         36,000           30.00
State Farm Insurance                           1,700         01/09       1/5 yr.         45,050           26.50
T-Mobile                                       1,500         02/09       1/5 yr.         51,000           34.00
Cold Stone Creamery                            1,360         02/09       2/5 yr.         39,440           29.00
Portrait Innovations                           2,375         05/09        -              64,125           27.00
T.J. Maxx                                     30,000         09/13       4/5 yr.        268,500            8.95
Dry Cleaners                                   1,700         12/13       2/5 yr.         47,600           28.00
Chipolte Mexican Grill                         3,000         12/13       3/5 yr.         93,000           31.00
Starbucks                                      1,665         02/14       4/5 yr.         56,527           33.95
Ross Dress for Less                           30,187         01/15       4/5 yr.        324,510           10.75
Doctor's Visionworks                           2,400         03/14       2/5 yr.         64,800           27.00
Hollywood Video                                5,020         06/14       4/5 yr.        124,245           24.75
LA Fitness                                    41,000         04/19       3/5 yr.        697,000           17.00
Chili's (Ground Lease)                         5,555         05/14       4/5 yr.        100,000             N/A
IHOP (Ground Lease)                            5,000         12/23       4/5 yr.         85,000             N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HUEBNER OAKS CENTER, SAN ANTONIO, TEXAS

     We purchased an existing shopping center known as Huebner Oaks Center,
containing 286,684 gross leasable square feet (which includes 8,036 square feet
of ground lease space). The center is located at I-10 and Huebner Road, in San
Antonio, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $79,721,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$278 per square foot of leasable space.

     We purchased this property with our own funds. On June 22, 2004, we
obtained financing in the form of two loans totaling $48,000,000. The first loan
requires interest only payments on $31,723,000 at an annual rate of 4.20% and
matures July 2010. The second loan requires interest only payments on
$16,277,000 at an annual rate of 3.96% and matures July 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Bed, Bath & Beyond, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:

                                      214




                                                          Base Rent
                             Approximate       % of      Per Square
                             GLA Leased        Total      Foot Per              Lease Term
Lessee                        (Sq. Ft.)         GLA       Annum ($)        Beginning      To
------------------------------------------------------------------------------------------------
                                                                          
Bed, Bath & Beyond             35,009            12         9.65             03/97       03/02
                                                           10.62             04/02       03/07
                                                           11.68             04/07       01/08


     For federal income tax purposes, the depreciable basis in this property
will be approximately $60,006,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Huebner Oaks Center was built between 1997 and 1998. As of December 1,
2004, this property was 98% occupied, with a total 282,286 square feet leased to
55 tenants and one ground lease tenant. The following table sets forth certain
information with respect to those leases:



                                       Approximate                                      Current       Base Rent Per
                                       GLA Leased          Lease         Renewal         Annual        Square Foot
Lessee                                  (Sq. Ft.)           Ends         Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Mattress Firm                                  2,942         05/05          -            64,724           22.00
Compass ATM                                       60         07/05       1/2 yr.         20,000             N/A
AAA Texas                                      3,682         11/05       1/5 yr.         77,322           21.00
Marble Slab                                    1,542         12/05      1/3 yr. &        37,008           24.00
                                                                         1/5 yr.
Kinko's                                        4,760         02/06       3/5 yr.         92,249           19.38
EB Game World                                  1,160         08/06       1/5 yr.         33,640           29.00
Pier 1 Imports                                 8,990         02/07       3/5 yr.        182,137           20.26
Old Navy                                      14,000         03/07       1/5 yr.        196,000           14.00
Shoes 4 Kids                                   1,000         02/07       1/3 yr.         26,500           26.50
La Madeleine                                   4,200         03/07       2/5 yr.         86,100           20.50
Moon Mippy                                       930         04/07       1/4 yr.         26,040           28.00
Club Humidor                                   2,254         06/07          -            54,096           24.00
Cingular Wireless                              2,502         06/07          -            60,048           24.00
All Ashore Sportswear                          1,264         07/07          -            27,808           22.00
Pearle Vision                                  2,721         07/07       2/5 yr.         68,025           25.00
Beauty First                                   3,681         09/07       1/5 yr.         77,301           21.00
Verizon Wireless                               1,803         10/07       1/5 yr.         46,878           26.00
Oreck Homecare                                 1,103         10/07       1/5 yr.         24,266           22.00
Bed, Bath & Beyond                            35,009         01/08       2/5 yr.        371,796           10.62
Frankly Fake Copy                                854         01/08       1/5 yr.         23,912           28.00
Ross Dress for Less                           28,200         01/08       5/5 yr.        267,900            9.50
Men's Wearhouse                                4,500         02/08       2/5 yr.         88,020           19.56
Fire Wok                                       2,500         03/08       1/5 yr.         52,500           21.00
Ride Away Bicycles                             3,917         04/08          -            58,755           15.00
Claire's Boutique                              1,200         08/08          -            33,600           28.00
Sports Clips                                   1,057         09/08          -            27,482           26.00
Gap Kids                                       8,500         09/08       1/5 yr.        180,540           21.24
Victoria's Secret                              4,500         09/08          -            94,500           21.00


                                       215




                                       Approximate                                      Current       Base Rent Per
                                       GLA Leased          Lease         Renewal         Annual        Square Foot
Lessee                                  (Sq. Ft.)           Ends         Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Bath & Body Works                              2,500         09/08          -            58,750           23.50
Lane Bryant                                    4,500         09/08          -            94,500           21.00
Banana Republic                                5,964         09/08       1/5 yr.        114,807           19.25
California Pizza Kitchen                       4,301         10/08       2/5 yr.        118,708           27.60
GNC                                            1,155         10/08          -            28,875           25.00
Hallmark Creations                             6,416         10/08       2/5 yr.        130,566           20.35
Barbeques Galore                               4,498         11/08       2/5 yr.        124,145           27.60
Abercrombie & Fitch                            6,766         11/08          -           135,320           20.00
Casual Male Big & Tall                         3,914         12/08          -            90,022           23.00
Eddie Bauer                                    6,384         01/09          -           193,691           30.34
Gymboree                                       1,925         01/09          -            46,200           24.00
Ann Taylor                                     4,500         01/09          -           131,175           29.15
Starbucks                                      1,690         02/09       2/5 yr.         38,870           23.00
Steak Escape                                   1,663         03/09       1/5 yr.         39,912           24.00
Tanfastic                                      1,824         04/09          -            43,776           24.00
Cactus Low Carb Superstore                     2,083         05/09       1/5 yr.         33,328           16.00
Brighton                                       1,498         06/09          -            41,285           27.56
Inksell.com                                    1,000         07/09       1/5 yr.         30,000           30.00
Ben Adams Jewelers                             3,234         11/09          -            83,853           25.93
Bombay Company                                 4,500         12/09          -           121,500           27.00
Yankee Candle                                  2,028         02/10          -            54,756           27.00
Talbots                                        6,314         01/11       1/3 yr.        164,164           26.00
Chico's                                        3,060         07/11       2/5 yr.        107,100           35.00
Macaroni Grill                                 7,846         08/12       2/5 yr.        107,000           13.64
American Eagle                                 5,800         01/14          -           168,200           29.00
Chipotle Mexican Grill                         2,556         03/14       2/5 yr.         69,012           27.00
Borders Books                                 27,500         01/18       5/5 yr.        411,670           14.97
Saltgrass Restaurant (Ground
  Lease)                                       8,036         06/07       4/5 yr.        105,000             N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PINE RIDGE PLAZA, LAWRENCE, KANSAS

     We purchased an existing shopping center known as Pine Ridge Plaza,
containing 230,510 gross leasable square feet (which includes 84,676 square feet
of ground lease space). The center is located at 3106 - 3140 Iowa Street, in
Lawrence, Kansas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $26,982,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$117 per square foot of leasable space.

                                       216


     We purchased this property with our own funds. On July 27, 2004, we
obtained financing in the amount of $14,700,000. The loan requires interest only
payments at an annual rate of 5.085% and matures August 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Kohl's, T.J. Maxx and Bed, Bath & Beyond, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per               Lease Term
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
------------------------------------------------------------------------------------------------------------------
                                                                                          
Kohl's*                                    80,654          35               N/A          03/98           01/19

T.J. Maxx                                  25,420          11              8.50          04/04           03/09
                                                                           9.00          04/09           03/14

Bed, Bath & Beyond                         24,000          10             10.00          12/03           01/14
* Ground lease


     For federal income tax purposes, the depreciable basis in this property
will be approximately $20,236,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Pine Ridge Plaza was redeveloped from 1998 through 2004 and the inline
strip center portion of the property was completed in 2001. As of December 1,
2004, this property was 100% occupied, with a total 230,510 square feet leased
to 12 tenants and two ground lease tenants. The following table sets forth
certain information with respect to those leases:



                                       Approximate                                      Current       Base Rent Per
                                       GLA Leased          Lease         Renewal         Annual        Square Foot
Lessee                                  (Sq. Ft.)           Ends         Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Old Navy                                     22,000          07/06       2/5 yr.        220,000           10.00
Deals                                         9,862          08/07       2/5 yr.        128,206           13.00
Electronic Boutique                           2,190          03/08       2/5 yr.         41,063           18.75
Sports Clips                                  2,190          05/08       1/5 yr.         31,317           14.30
Famous Footwear                              12,000          05/11       3/5 yr.        180,000           15.00
Bath & Body Works                             2,500          01/12       2/5 yr.         37,500           15.00
Hurst Diamonds                                1,375          01/12       1/5 yr.         24,750           18.00
Jason's Deli                                  5,000          02/12       3/5 yr.         90,000           18.00
Bed, Bath & Beyond                           24,000          01/14       3/5 yr.        240,000           10.00
Michaels                                     21,000          02/14       4/5 yr.        201,495            9.60
T.J. Maxx                                    25,420          03/14       4/5 yr.        216,070            8.50
Cost Plus World Market                       18,297          01/15       3/5 yr.        247,010           13.50


                                       217




                                       Approximate                                      Current       Base Rent Per
                                       GLA Leased          Lease         Renewal         Annual        Square Foot
Lessee                                  (Sq. Ft.)           Ends         Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Kohl's (Ground Lease)                        80,654          01/19       6/5 yr.        360,000            N/A
IHOP (Ground Lease)                           4,022          11/19       3/5 yr.         60,504            N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ECKERD DRUG STORES

     We purchased the following four separate existing freestanding retail
properties built during 2003 and 2004 known as Eckerd Drug Stores, containing a
total of 54,912 gross leasable square feet.



Location                                          Square Feet            Lease Term               Purchase Price ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
1100 W. Hampton Boulevard                           13,824           06/03/04 - 06/02/24             3,069,000
Greer, South Carolina

2041 S. Croatan Highway                             13,824           06/03/04 - 06/02/24             3,650,000
Kill Devil Hills, North Carolina

Broad River and Kennerly                            13,440           06/03/04 - 06/02/24             3,260,000
Columbia, South Carolina

1106 Main Street                                    13,824           06/03/04 - 06/02/24             2,625,000
Crossville, Tennessee


     We purchased the four Eckerd Drug Stores from Eckerd, an unaffiliated third
party. Our total acquisition cost, including expenses, was approximately
$12,604,000. This amount may increase by additional costs which have not yet
been finally determined. We expect any additional costs to be insignificant. Our
acquisition cost was approximately $230 per square foot of leasable space.

     We purchased these properties with our own funds. On July 21, 2004, we
obtained financing in the form of four loans totaling $6,800,000. The loans on
each property are as follows: Eckerd Drug Store in Greer, South Carolina
requires interest only payments on $1,650,000; Eckerd Drug Store in Kill Devil
Hills, North Carolina requires interest only payments on $1,975,000; Eckerd Drug
Store in Columbia, South Carolina requires interest only payments on $1,750,000;
and Eckerd Drug Store in Crossville, Tennessee requires interest only payments
on $1,425,000. The interest rate of all the properties' loans is 5.275% and all
the properties' loans mature in August 2009.

     In evaluating these properties as potential acquisitions and determining
the appropriate amount of consideration to be paid for the properties, we
considered a variety of factors including location, demographics, quality of
tenant, length of lease, price per square foot, occupancy and the fact that
overall rental rate at the property is comparable to market rates. We believe
that each of these properties is well located, has acceptable roadway access and
is well maintained. These properties will be subject to competition from similar
properties within their market area, and economic performance could be

                                       218


affected by changes in local economic conditions. We did not consider any other
factors materially relevant to the decision to acquire these properties.

     One tenant, Eckerd Drug Store, leases 100% of the total gross leasable area
of each property. The leases with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                         % of Total     Current                 Base Rent
                         Approximate       GLA of       Annual                 Per Square
                         GLA Leased         each         Rent      Renewal       Foot Per          Lease Term
Lessee/Location           (Sq. Ft.)       Property        ($)      Options      Annum ($)     Beginning        To
----------------------------------------------------------------------------------------------------------------------
                                                                                       
1100 W.                    13,824           100        254,727     4/5 yr.        18.43        06/03/04     06/02/24
  Hampton
  Blvd.
Greer, SC

2041 S. Croatan            13,824           100        302,950     4/5 yr.        21.91        06/03/04     06/02/24
  Hwy.
Kill Devil Hills,
  NC

Broad River                13,440           100        270,580     4/5 yr.        20.13        06/03/04     06/02/24
  and Kennerly
Columbia, SC

1106 Main                  13,824           100        217,875     4/5 yr.        15.76        06/03/04     06/02/24
  Street
Crossville, TN


     For federal income tax purposes, the depreciable basis in these properties
will be approximately $9,453,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

PLAZA SANTA FE, PHASE II, SANTA FE, NEW MEXICO

     We purchased an existing shopping center known as Plaza Santa Fe, Phase II,
containing 222,389 gross leasable square feet. The center is located at Cerrilos
Road and Zafarano Boulevard in Santa Fe, New Mexico.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $30,971,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$139 per square foot of leasable space.

     We purchased this property with our own funds and by assuming the existing
mortgage debt on the property. The outstanding balance on the mortgage debt at
the date of acquisition was $17,551,721. This loan requires monthly principal
and interest payments based on a fixed interest rate of 6.2% per annum and
cannot be prepaid prior to January 2005. The loan matures on December 1, 2012.

                                       219


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Best Buy, Linens 'N Things and T.J. Maxx, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                         Base Rent
                                         Approximate        % of        Per Square
                                         GLA Leased        Total         Foot Per                Lease Term
Lessee                                    (Sq. Ft.)         GLA          Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Best Buy                                   31,226           14            13.50            09/01           01/09
                                                                          14.00            02/09           01/17

Linens 'N Things                           31,500           14            13.50            11/00           01/06
                                                                          14.85            02/06           01/11
                                                                          16.34            02/11           01/16

T.J. Maxx                                  30,900           14            10.50            11/00           11/10


     For federal income tax purposes, the depreciable basis in this property
will be approximately $23,300,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Plaza Santa Fe Phase II was built between 2000 to 2002. As of December 1,
2004, this property was 98% occupied, with a total 217,329 square feet leased to
20 tenants. The following table sets forth certain information with respect to
those leases:



                                          Approximate                                  Current        Base Rent Per
                                          GLA Leased         Lease       Renewal        Annual         Square Foot
Lessee                                     (Sq. Ft.)          Ends       Options       Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
State Farm Insurance                         1,250           02/05       2/3 yr.         27,500            22.00
Old Navy                                    20,115           11/06       2/5 yr.        251,438            12.50
H & R Block                                  1,900           10/07       1/5 yr.         38,000            20.00
Corral West                                  7,556           10/07       1/5 yr.         75,560            10.00
Cactus Salon                                 1,250           01/08       1/5 yr.         30,000            24.00
French & French                              3,038           11/08       1/7 yr.         69,874            23.00
Alltel                                       3,932           12/08       2/5 yr.        112,612            28.64
T.J. Maxx                                   30,900           11/10       3/5 yr.        324,450            10.50
Michaels                                    20,280           03/11       3/5 yr.        253,500            12.50
D & A Mattress                               4,710           05/11       2/5 yr.         89,490            19.00
Famous Footwear                              8,000           01/12       2/5 yr.        136,000            17.00
Super Nails                                  1,000           05/12       1/5 yr.         30,000            30.00
Quizno's                                     1,900           08/12       1/5 yr.         37,715            19.85
Osaka Grill                                  6,000           09/12       2/5 yr.        150,000            25.00
Payless Shoe Source                          2,850           09/13       2/5 yr.         57,000            20.00
Men's Wearhouse                              4,505           02/15       1/5 yr.         83,343            18.50


                                       220




                                          Approximate                                  Current        Base Rent Per
                                          GLA Leased         Lease       Renewal        Annual         Square Foot
Lessee                                     (Sq. Ft.)          Ends       Options       Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Linens 'N Things                            31,500           01/16       3/5 yr.        425,250            13.50
Best Buy                                    31,226           01/17       2/5 yr.        421,551            13.50
PETsMART                                    20,010           01/17       3/5 yr.        284,742            14.23
Borders                                     15,407           01/18       5/5 yr.        234,957            15.25


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

NORTHPOINTE PLAZA, SPOKANE, WASHINGTON

     We purchased an existing shopping center known as Northpointe Plaza,
containing 377,949 gross leasable square feet (which consists of 18,719 square
feet of ground lease space). The center is located at 10100 N. Newport Highway
in Spokane, Washington.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $54,524,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$144 per square foot of leasable space.

     We purchased this property with our own funds. On June 4, 2004, we obtained
financing in the amount of $30,850,000. The loan requires interest only payments
at an annual rate of 4.272% and matures in May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Safeway, Best Buy and Gart Sports, each leases more than 10%
of the total gross leasable area of the property. The leases with these tenants
require the tenants to pay base annual rent on a monthly basis as follows:



                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per                Lease Term
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Safeway                                    47,000            12            7.09          11/90           10/95
                                                                           7.43          11/95           11/95
                                                                           7.44          12/95           10/00
                                                                           7.80          11/00           11/00
                                                                           7.82          12/00           10/05
                                                                           8.19          11/05           11/05
                                                                           8.21          12/05           11/10


                                       221




                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased        Total        Foot Per                Lease Term
Lessee                                    (Sq. Ft.)         GLA         Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Best Buy                                   45,000            12            7.56          10/01           01/07
                                                                           8.12          02/07           01/12
                                                                           8.71          02/12           01/17

Gart Sports                                45,658            12            9.95          10/97           08/98
                                                                          10.56          09/98           10/02
                                                                          11.56          11/02           10/07
                                                                          12.66          11/07           01/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $40,893,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Northpointe Plaza was built between 1991 to 1993. As of December 1, 2004,
this property was 99% occupied, with a total 373,207 square feet leased to 27
tenants and four ground lease tenants. The following table sets forth certain
information with respect to those leases:



                                            Approximate                                 Current       Base Rent Per
                                            GLA Leased      Lease        Renewal         Annual        Square Foot
Lessee                                       (Sq. Ft.)       Ends        Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
RadioShack                                    2,764          08/05          -            34,550           12.50
Payless Shoes                                 2,992          11/05       1/5 yr.         52,659           17.60
T.J. Maxx                                    24,894          01/06       2/5 yr.        186,705            7.50
Sally Beauty Supplies                         1,778          03/06       2/5 yr.         22,401           12.60
Corral West                                   7,560          03/06       1/5 yr.         64,260            8.50
Great Clips                                   1,600          05/06          -            27,920           17.45
Mother Cupboard                               1,600          05/06       1/5 yr.         26,400           16.50
Washington Mutual                             4,500          06/06       2/5 yr.         82,404           18.31
Fashion Bug                                   9,000          01/07       3/5 yr.         81,000            9.00
Pier 1 Imports                               10,000          06/07       2/5 yr.        148,200           14.82
Foxy Nails                                    1,840          10/07       1/5 yr.         33,180           18.03
Payday Plus                                   1,250          06/08       1/5 yr.         26,400           21.12
Mark Webb                                     1,500          01/09          -            25,500           17.00
America's Best                                4,500          03/09          -            72,000           16.00
Hollywood Video                               7,500          08/09       1/5 yr.        141,450           18.86
Safeway                                      47,000          11/10       7/5 yr.        367,386            7.82
Safeway Gas Bar (Ground
  Lease)                                      4,000          01/11       7/5 yr.         98,000             N/A
Bath & Body Works                             2,363          01/11       2/5 yr.         42,888           18.15
Marks Hallmark                                3,426          01/11          -            75,390           22.01
Mail Boxes, Etc.                              1,600          07/11       1/5 yr.         27,200           17.00
Red Robin Restaurant (Ground
  Lease)                                      6,469          11/11       4/5 yr.         87,808             N/A
Taco Bell (Ground Lease)                      3,000          05/12       4/5 yr.         54,996             N/A


                                       222




                                            Approximate                                 Current       Base Rent Per
                                            GLA Leased      Lease        Renewal         Annual        Square Foot
Lessee                                       (Sq. Ft.)       Ends        Options        Rent ($)      Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Gart Sports                                  45,658          01/13       2/5 yr.        527,592           11.56
Old Country Buffet                           10,172          01/13       2/5 yr.        140,373           13.80
Azteca Restaurant                             5,275          04/13       2/5 yr.         87,860           16.66
Staples                                      25,356          07/13       3/5 yr.        305,793           12.06
PETsMART                                     26,175          08/13       4/5 yr.        376,396           14.38
Linens 'N Things                             36,554          09/15       3/5 yr.        448,517           12.27
Best Buy                                     45,000          01/17       3/5 yr.        340,000            7.56
Borders                                      22,631          01/18       5/5 yr.        178,785            7.90
Applebees (Ground Lease)                      5,230          12/27       4/5 yr.         66,999             N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

WATAUGA PAVILION, WATAUGA, TEXAS

     We purchased a newly constructed shopping center known as Watauga Pavilion,
containing 205,195 gross leasable square feet. The center is located at
7600-7620 Denton Highway in Watauga, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $35,669,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$173 per square foot of leasable space.

     We purchased this property with our own funds. On June 7, 2004, we obtained
financing in the amount of $19,617,000. The loan requires interest only payments
at an annual rate of 4.140% and matures in July 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Oshman's Sporting Goods, Ross Dress for Less and Bed, Bath &
Beyond, each lease more than 10% of the total gross leasable area of the
property. The leases with these tenants require the tenants to pay base annual
rent on a monthly basis as follows:



                                                                     Base Rent
                                         Approximate     % of       Per Square
                                         GLA Leased      Total       Foot Per                Lease Term
Lessee                                    (Sq. Ft.)       GLA        Annum ($)      Beginning           To
------------------------------------------------------------------------------------------------------------------
                                                                                       
Oshman's Sporting Goods                    32,630         16           10.50          03/04           01/10
                                                                       11.00          02/10           01/15


                                       223




                                                                     Base Rent
                                         Approximate     % of       Per Square
                                         GLA Leased      Total       Foot Per                Lease Term
Lessee                                    (Sq. Ft.)       GLA        Annum ($)      Beginning           To
------------------------------------------------------------------------------------------------------------------
                                                                                       
Ross Dress for Less                        30,130         15           9.25           05/04           05/09
                                                                       9.50           06/09           01/15

Bed, Bath & Beyond                         24,272         12           7.50           01/04           01/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $26,800,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Watauga Pavilion was built during 2003 to 2004. As of December 1, 2004,
this property was 96% occupied, with a total 197,218 square feet leased to 16
tenants. The following table sets forth certain information with respect to
those leases:



                               Approximate                                                            Base Rent Per
                               GLA Leased                           Renewal       Current Annual       Square Foot
Lessee                         (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Cool Cuts 4 Kids                  1,210             10/08           1/5 yr.            25,410              21.00
Sprint Spectrum                   2,738             12/08           2/5 yr.            60,236              22.00
Mattress Giant                    5,000             01/09           2/5 yr.           110,000              22.00
EB Games                          1,500             02/09           2/5 yr.            34,500              23.00
Beauty Brands                     6,260             02/09           2/5 yr.           138,600              22.14
Vision City                       2,258             10/09           3/5 yr.            63,224              28.00
Half Price Books                  9,663             01/14           2/5 yr.           115,956              12.00
Bed, Bath & Beyond               24,272             01/14           3/5 yr.           182,040               7.50
Pier 1 Imports                    9,373             02/14           2/5 yr.           161,491              17.23
Office Depot                     20,000             04/14           3/5 yr.           260,832              13.04
Zales Fine Jewelry                2,805             12/14           2/5 yr.            78,540              28.00
Party City                       12,000             01/15           3/5 yr.           159,000              13.25
Ross Dress for Less              30,130             01/15           5/5 yr.           278,703               9.25
Oshman's Sporting
  Goods                          32,630             01/15           3/5 yr.           342,615              10.50
Cost Plus World Market           17,999             01/15           3/5 yr.           238,487              13.25
PETsMART                         19,380             03/19           4/5 yr.           201,552              10.40


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       224


EASTWOOD TOWNE CENTER, LANSING, MICHIGAN

     We purchased an existing shopping center known as Eastwood Towne Center,
containing 332,131 gross leasable square feet (which consists of 24,110 square
feet of ground lease space). The center is located at 3003 Preyde Boulevard in
Lansing, Michigan.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $85,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$256 per square foot of leasable space.

     We purchased this property with our own funds. On June 23, 2004, we
obtained financing in the amount of $46,750,000. The loan requires interest only
payments at an annual rate of 4.64% and matures in July 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Dick's Sporting Goods, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                                                      Base Rent
                                         Approximate      % of       Per Square
                                         GLA Leased       Total       Foot Per                Lease Term
Lessee                                    (Sq. Ft.)        GLA        Annum ($)      Beginning           To
-----------------------------------------------------------------------------------------------------------------
                                                                                         
Dick's Sporting Goods                     45,000           13              0          09/02             06/04
                                                                        8.00          07/04             01/08
                                                                        8.50          02/08             01/13
                                                                        9.00          02/13             01/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $63,750,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Eastwood Towne Center was built in 2002. As of December 1, 2004, this
property was 97% occupied, with a total 322,722 square feet leased to 57 tenants
and four ground lease tenants. The following table sets forth certain
information with respect to those leases:



                               Approximate                                                             Base Rent Per
                               GLA Leased                           Renewal        Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends        Options           Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
State Employee
  Credit Union                    2,120             09/07           2/5 yr.            74,200              35.00
Panchero's                        2,409             09/07           2/5 yr.            52,998              22.00
Claire's                          1,200             09/07           1/5 yr.            38,400              32.00
Sprint PCS                        1,089             09/07           1/5 yr.            47,916              44.00
Fabiano's Candies                 1,090             09/07           1/5 yr.            27,250              25.00


                                       225




                               Approximate                                                             Base Rent Per
                               GLA Leased                            Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Electronics Boutique              1,148             09/07            2/3 yr.            45,920             40.00
Hallmark                          4,500             02/08            2/5 yr.            94,500             21.00
Star Image
  Photography                       825             07/08            3/5 yr.            28,875             35.00
LA Weight Loss                    1,100             04/09               -               22,000             20.00
See Optics                        1,200             09/09            1/5 yr.            45,000             37.50
                                                                     1/4 yr.
Banana Republic                   7,000             09/10           1/4 yr. &          105,000             15.00
                                                                     1/3 yr.
The Gap                           7,526             09/10           1/4 yr. &          120,416             16.00
                                                                     1/3 yr.
                                                                     1/3 yr.
Maggie Moo's                      1,105             10/10            2/5 yr.            44,200             40.00
Beauty First                      3,388             10/10            1/7 yr.            84,700             25.00
Pier 1 Imports                   10,002             06/12            2/5 yr.           200,040             20.00
Limited Too                       3,980             09/12            1/5 yr.            91,540             23.00
Old Thyme Herbs                   1,000             09/12            2/5 yr.            38,000             38.00
Mall Office                       1,000             09/12               -               20,000             20.00
Ritz Camera                       1,500             09/12            2/5 yr.            37,500             25.00
Johnny Rockets                    2,592             09/12            4/5 yr.            85,536             33.00
Claddagh Pub                      5,987             09/12            2/5 yr.           137,701             23.00
Forever 21                        6,838             09/12            2/5 yr.           143,598             21.00
Casual Corner                     6,019             09/12            1/5 yr.           150,475             25.00
Subway                            1,729             10/12            2/5 yr.            60,515             35.00
Treehouse Toys                    4,716             10/12            2/5 yr.           113,184             24.00
Mitchell's Fish
  Market                          7,264             11/12            2/5 yr.           183,416             25.25
Coldwater Creek                   6,000             11/12            2/5 yr.           150,000             25.00
J. Crew                           6,000             01/13            1/5 yr.           144,000             24.00
Guess                             5,000             01/13               -              125,000             25.00
White House Black                 1,850             01/13            2/5 yr.            61,050             33.00
  Market
Express                           8,000             01/13            2/5 yr.           192,000             24.00
Victoria's Secret                 6,500             01/13            2/5 yr.           156,000             24.00
DSW Shoe
  Warehouse                      25,000             01/13            4/5 yr.           300,000             12.00
Jos A. Banks                      4,500             01/13            1/5 yr.           121,500             27.00
American Eagle                    5,400             01/13            2/5 yr.           129,600             24.00
Ann Taylor Loft                   5,280             01/13            2/5 yr.           132,000             25.00
Bath & Body Works                 3,360             01/13            2/5 yr.            80,640             24.00
Yankee Candle                     2,500             01/13            2/5 yr.            75,000             30.00
The Children's Place              4,526             01/13            2/5 yr.           117,676             26.00
Aeropostal                        3,600             01/13            1/5 yr.            86,400             24.00
Starbuck's                        1,440             02/13            4/5 yr.            50,400             35.00
Lane Bryant                       5,390             02/13            2/5 yr.           140,140             26.00
McAlister's Deli                  3,311             02/13            2/5 yr.            79,464             24.00
Christopher & Banks               3,000             03/13            2/5 yr.           105,000             35.00


                                       226




                               Approximate                                                             Base Rent Per
                               GLA Leased                            Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Venetian Nails                    1,376             04/13            2/5 yr.            48,160             35.00
April Cornell                     2,250             05/13            2/5 yr.            76,500             34.00
Mother's Work                     2,685             06/13            2/5 yr.            93,975             35.00
Capitol Fur                       1,157             10/13            2/5 yr.            30,081             26.00
Hampton Jewelers                  2,163             10/13            2/5 yr.            43,260             20.00
Talbots                           4,800             01/14            2/5 yr.           112,800             23.50
Ecco Shoes                        1,599             05/14            2/5 yr.            51,168             32.00
Wlliams-Sonoma                    5,500             01/15               -              121,000             22.00
Pottery Barn                     10,500             01/15               -              231,000             22.00
Earport, Inc.                     1,046             04/16               -               26,150             25.00
Brio/Bravo                        7,134             09/17            1/5 yr.           190,000             26.63
Borders (Schuler
  Books)                         24,418             01/18            3/5 yr.           439,524             18.00
Dick's Sporting
  Goods                          45,000             01/18            4/5 yr.           360,000              8.00
CoAmerica (Ground
  Lease)                          3,310             10/18            4/5 yr.           125,000               N/A
Max & Erma's
  (Ground Lease)                  7,000             09/19            4/5 yr.           202,000               N/A
PF Changs (Ground
  Lease)                          6,800             11/12            3/5 yr.            60,000               N/A
Smoky Bones
  (Ground Lease)                  7,000             10/13            4/5 yr.           110,000               N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ARVADA MARKETPLACE AND ARVADA CONNECTION, ARVADA, COLORADO

     We purchased two existing shopping centers, situated directly across the
street from each other, containing 358,757 total gross leasable square feet.
Arvada Marketplace contains 297,678 square feet and Arvada Connection contains
61,079 square feet (which includes 2,040 square feet of ground lease space). The
centers are located at 7320-7490 West 52nd Street in Arvada, Colorado.

     We purchased these two centers from one unaffiliated third party. Our total
acquisition cost was approximately $51,550,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$144 per square foot of leasable space.

     We purchased this property with our own funds. On June 21, 2004 we obtained
financing in the amount of $28,510,000. The loan requires interest only payments
at an annual rate of 4.13% and matures in July 2009.

                                       227


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Sam's Club and Gart Sports, each lease more than 10% of the
total gross leasable area of Arvada Marketplace and two tenants, Old Country
Buffet and Pier 1 Imports, each lease more than 10% of the total gross leasable
area at Arvada Connection. The leases with these tenants require the tenants to
pay base annual rent on a monthly basis as follows:



                                                                  Base Rent
                                  Approximate        % of        Per Square
                                  GLA Leased         Total        Foot Per             Lease Term
Lessee                             (Sq. Ft.)          GLA         Annum ($)      Beginning           To
--------------------------------------------------------------------------------------------------------------
                                                                                     
ARVADA MARKETPLACE
Sam's Club                          142,491            48            4.04           03/86           07/90
                                                                     5.25           08/90           06/95
                                                                     6.31           07/95           03/01
                                                                     8.01           04/01           03/11

Gart Sports                          54,903            18            6.24           10/93           01/99
                                                                     7.15           02/99           12/03
                                                                     5.75           01/04           01/04
                                                                     7.03           02/04           01/09
                                                                     7.25           02/09           01/14

ARVADA CONNECTION

Old Country Buffet                   10,000            16            8.00           09/92           12/97
                                                                    10.00           01/98           12/02
                                                                    11.00           01/03           12/07

Pier 1 Imports                        8,068            13           14.00           04/88           04/93
                                                                    15.00           05/93           04/98
                                                                    15.00           05/98           04/99
                                                                    15.50           05/99           04/00
                                                                    16.00           05/00           04/01
                                                                    16.50           05/01           04/02
                                                                    17.00           05/02           04/03
                                                                    17.00           05/03           04/06
                                                                    18.00           05/06           04/08


     For federal income tax purposes, the depreciable basis in this property
will be approximately $38,700,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Arvada Marketplace and Arvada Connection were built between 1987 through
1990. As of December 1, 2004, Arvada Marketplace was 97% occupied, with a total
288,819 square feet leased to 26 tenants and Arvada Connection was 78% occupied,
with a total 47,483 square feet leased to 11 tenants

                                       228


and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                               Approximate                                                             Base Rent Per
                               GLA  Leased                           Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
ARVADA
MARKETPLACE
Carefree Spas & Pools             6,367         Month-to-Month           -               54,120             8.50
Elegant Nails                     1,000         Month-to-Month           -               17,000            17.00
Ted Johnson, DDS                  1,564         Month-to-Month        1/5 yr.            25,376            16.23

Lady of America Fitness           4,200              02/05            1/5 yr.            88,200            21.00
Amanda's Bridal                   5,155              05/05            1/5 yr.            54,128            10.50
Fast Signs                        1,600              06/05            1/5 yr.            24,000            15.00
American General
  Finance                         1,381              11/05            1/5 yr.            24,168            17.50
Namiko's Restaurant               3,015              02/06               -               53,577            17.77
Cruise Holidays                   1,400              02/06               -               21,000            15.00
Citi Financial                    2,251              12/06            1/5 yr.            35,821            15.91
Schlotzsky's Deli                 1,900              07/07               -               26,600            14.00
The UPS Store                     1,375              12/07            1/5 yr.            24,063            17.50
Supercuts                         2,213              12/07            1/5 yr.            37,621            17.00
Fantastic Sam's                   1,350              12/07            1/5 yr.            22,275            16.50
Fashion Bug                      10,000              03/08           1/15 yr.            80,000             8.00
Subway                            1,230              10/08            1/5 yr.            22,755            18.50
RadioShack                        2,791              10/08            2/5 yr.            43,958            15.75
Lone Star Steakhouse              6,000              11/08            1/5 yr.            85,430            14.24
Tile for Less                     3,016              03/09               -               48,256            16.00
Executive Tans                    1,500              06/09               -               22,687            15.13
1st Cleaners                      1,400              04/10            1/5 yr.            23,800            17.00
Red Robin Burger                  7,300              12/10            1/5 yr.           201,795            27.64
Sam's Club                      142,491              03/11            4/5 yr.         1,142,063             8.01
Famous American Bar-B-Que         6,054              03/12            2/5 yr.           149,836            24.75
Gart Sports                      54,903              01/14            2/5 yr.           385,902             7.03
Office Depot                     17,363              05/14            3/5 yr.           138,904             8.00

ARVADA CONNECTION
Liquor Paradise                   2,600              04/06            1/5 yr.            34,450            13.25
Kwal-Howell Paint Center          3,965              05/06               -               58,484            14.75
State Farm Insurance              1,190              07/06            1/5 yr.            20,825            17.50
U-Frame-It                        1,680              09/06               -               24,780            14.75
Verizon Wireless                  1,400              10/06               -               27,398            19.57
Pier 1 Imports                    8,068              04/08               -              137,156            17.00


                                       229




                               Approximate                                                             Base Rent Per
                               GLA  Leased                           Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Household Finance                 1,680              11/07            1/5 yr.            26,880            16.00
Old Country Buffet               10,000              12/07            2/5 yr.           110,000            11.00
Taco Bell (Ground Lease)          2,240              12/07            2/5 yr.            74,347              N/A
Waldenbooks & More                7,600              01/09               -              176,700            23.25
SAS Shoes                         2,600              11/09            1/5 yr.            28,600            11.00
IHOP                              4,460              01/10            1/3 yr.           101,900            22.85
                                                                      1/4 yr.


     In general, each tenant  will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ALISON'S CORNER SHOPPING CENTER, SAN ANTONIO, TEXAS

     We purchased an existing shopping center known as Alison's Corner Shopping
Center containing 55,066 gross leasable square feet. The center is located at
2720 SW Military Drive in San Antonio, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $7,042,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$128 per square foot of leasable space.

     We purchased this property with our own funds. On May 10, 2004, we obtained
financing in the amount of $3,850,000. The loan requires interest only payments
at an annual rate of 4.272% and matures June 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Ross Dress for Less, Shoe Carnival and Mattress Firm, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                        Base Rent
                                         Approximate         % of       Per Square
                                         GLA Leased         Total        Foot Per              Lease Term
Lessee                                    (Sq. Ft.)          GLA         Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Ross Dress for Less                        30,066            55           10.00          09/03            01/14

Shoe Carnival                              12,000            22           13.00          09/03            08/13

Mattress Firm                               9,000            16           12.00          01/04            12/08


                                       230


     For federal income tax purposes, the depreciable basis in this property
will be approximately $5,282,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Alison's Corner was built in 2003. As of December 1, 2004, this property
was 100% occupied, with a total 55,066 square feet leased to four tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                                                            Base Rent Per
                              GLA Leased                            Renewal       Current Annual      Square Foot
Lessee                         (Sq. Ft.)         Lease Ends         Options          Rent ($)        Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Mattress Firm                    9,000              12/08            2/5 yr.         108,000              12.00
Dots                             4,000              01/09            3/5 yr.          67,000              16.75
Shoe Carnival                   12,000              08/13            2/5 yr.         156,000              13.00
Ross Dress for Less             30,066              01/14            5/5 yr.         300,660              10.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

NORTH RIVERS TOWN CENTER, CHARLESTON, SOUTH CAROLINA

     We purchased a portion of a newly constructed shopping center known as
North Rivers Town Center. The property we acquired contains 141,204 gross
leasable square feet, (which includes 31,280 square feet of ground lease space).
The center is located at Rivers Avenue and Ashley Phosphate Road in Charleston,
South Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $20,100,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$142 per square foot of leasable space.

     We purchased this property with our own funds. On June 3, 2004, we obtained
financing in the amount of $11,050,000. The loan requires interest only payments
at an annual rate of 4.76% and matures May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Babies "R" Us, Bed, Bath & Beyond, Ross Dress for Less and
Office Depot, each lease more than 10% of the total gross leasable area of the
property. The leases with these tenants require the tenants to pay base annual
rent on a monthly basis as follows:

                                       231




                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased         Total       Foot Per               Lease Term
Lessee                                    (Sq. Ft.)          GLA        Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Bed, Bath & Beyond                         28,200            20           10.85          11/03           01/14

Ross Dress For Less                        30,024            21           11.00          02/04           01/15

Office Depot                               16,000            11           11.50          02/04           01/14

Babies "R" Us *                            31,280            22             N/A          11/03           01/14


*  Ground Lease

     For federal income tax purposes, the depreciable basis in this property
will be approximately $15,100,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     North Rivers Town Center was built during 2003 and 2004. As of December 1,
2004, this property was 100% occupied, with a total 141,204 square feet leased
to 15 tenants and one ground lease tenant. The following table sets forth
certain information with respect to those leases:



                               Approximate                                                             Base Rent Per
                               GLA Leased                            Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
All About Cellular                 1,400             01/07            1/3 yr.            27,300           19.50
Mattress Gallery                   2,400             10/08            2/5 yr.            52,800           22.00
Super Nails                        1,400             11/08            1/3 yr.            28,000           20.00
GameStop                           1,750             11/08            2/5 yr.            35,000           20.00
Great Clips                        1,250             01/09            2/5 yr.            26,250           21.00
Cold Stone
  Creamery                         1,500             01/09            3/5 yr.            30,000           20.00
Firehouse Subs                     1,800             02/09            2/3 yr.            36,000           20.00
Towne Centre                       1,600             04/09            2/3 yr.            26,400           16.50
Pro Golf of
  Charleston                       4,800             03/10            2/3 yr.            76,800           16.00
David's Bridal                    10,000             10/13            2/5 yr.           155,000           15.50
Bed, Bath & Beyond                28,200             01/14            3/5 yr.           305,970           10.85
Office Depot                      16,000             01/14            4/5 yr.           184,000           11.50
Babies "R" Us
  (Ground Lease)                  31,280             01/14            6/5 yr.           160,776             N/A
Just Fresh Bakery &
  Cafe                             4,800             02/14            2/5 yr.           100,800           21.00
Pearle Vision                      3,000             02/14            2/5 yr.            60,000           20.00
Ross Dress For Less               30,024             01/15            4/5 yr.           330,264           11.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for

                                       232


such expenses is limited in some way, usually so that their liability for such
expenses does not exceed a specified amount.

BLUEBONNET PARC, BATON ROUGE, LOUISIANA

     We purchased an existing shopping center known as Bluebonnet Parc
containing 135,289 gross leasable square feet. The center is located at I-10 and
Bluebonnet Road in Baton Rouge, Louisiana.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $22,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$163 per square foot of leasable space.

     We purchased this property with our own funds. On May 10, 2004, we obtained
financing in the amount of $12,100,000. The loan requires interest only payments
at an annual rate of 4.372% and matures May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Best Buy, Linens 'N Things and Cost Plus World Market, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                        Base Rent
                                         Approximate        % of       Per Square
                                         GLA Leased         Total       Foot Per               Lease Term
Lessee                                    (Sq. Ft.)          GLA        Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                           
Best Buy                                    45,439            34           13.00          08/02           01/08
                                                                           13.50          02/08           01/13
                                                                           14.25          02/13           01/18

Linens 'N Things                            32,418            24           11.50          10/02           01/09
                                                                           12.50          02/09           01/14

Cost Plus World Market                      18,300            14           14.00          12/02           01/09
                                                                           14.50          02/09           01/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $16,500,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Bluebonnet Parc was built in 2002. As of December 1, 2004, this property
was 95% occupied, with a total 120,289 square feet leased to seven tenants. The
following table sets forth certain information with respect to those leases:

                                       233




                               Approximate                                                            Base Rent Per
                               GLA Leased                           Renewal       Current Annual       Square Foot
Lessee                          (Sq. Ft.)         Lease Ends        Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                           
Brook May Music                    8,000            06/09           2/5 yr.           128,000             16.00
David's Bridal                     9,998            09/12           2/5 yr.           159,968             16.00
Lifeway Christian
  Bookstore                        9,161            10/12           2/5 yr.           141,995             15.50
Cost Plus World
  Market                          18,300            01/14           3/5 yr.           256,200             14.00
Linens' N Things                  32,418            01/14           3/5 yr.           372,807             11.50
The Men's
  Wearhouse                        4,973            02/14           2/5 yr.            99,460             20.00
Best Buy                          45,439            01/18           3/5 yr.           590,707             13.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

BEST ON THE BOULEVARD, LAS VEGAS, NEVADA

     We purchased an existing shopping center known as Best on the Boulevard,
containing 204,427 gross leasable square feet. The center is located at 3820
Maryland Parkway in Las Vegas, Nevada.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $35,500,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$174 per square foot of leasable space.

     We purchased this property with our own funds. On May 7, 2004, we obtained
financing in the amount of $19,525,000. The loan requires interest only payments
at an annual rate of 3.99% and matures May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to reimburse a substantial portion
of any monies spent pursuant to the provisions of their respective leases.

     Three tenants, Best Buy, Barnes & Noble Booksellers and Copeland's Sporting
Goods, each lease more than 10% of the total gross leasable area of the
property. The leases with these tenants require the tenants to pay base annual
rent on a monthly basis as follows:



                                                                        Base Rent
                                          Approximate       % of       Per Square
                                          GLA Leased        Total       Foot Per               Lease Term
Lessee                                     (Sq. Ft.)         GLA        Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Best Buy                                   57,726            28           15.00          11/94           01/05
                                                                           CPI           02/05           01/10
                                                                           CPI           02/10           01/15


                                       234




                                                                        Base Rent
                                          Approximate       % of       Per Square
                                          GLA Leased        Total       Foot Per               Lease Term
Lessee                                     (Sq. Ft.)         GLA        Annum ($)      Beginning           To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Barnes & Noble Booksellers                 26,092            13           13.41          09/99           09/04
                                                                          14.35          10/04           01/10

Copeland's Sporting Goods                  25,129            12           27.52          07/97           08/99
                                                                          13.50          09/99           06/02
                                                                          15.12          07/02           06/07
                                                                          16.93          07/07           06/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $26,265,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Best on the Boulevard was built during the three year period from 1996 to
1999. As of December 1, 2004, this property was 77% occupied, with a total
156,756 square feet leased to eight tenants. The following table sets forth
certain information with respect to those leases:



                                Approximate                                                            Base Rent Per
                                GLA Leased                          Renewal       Current Annual       Square Foot
Lessee                           (Sq. Ft.)       Lease Ends         Options          Rent ($)         Per Annum ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Barnes & Noble
  Booksellers                     26,092            01/10           3/5 yr.           374,500              14.35
Rochester Big &
  Tall                             7,000            08/10           2/5 yr.           206,533              29.50
Deli Planet                        4,800            11/10           2/5 yr.           115,200              24.00
Cost Plus World
  Market                          18,508            02/11           3/5 yr.           303,531              16.40
Hallmark                           7,500            02/12           3/5 yr.           205,500              27.40
Copeland's Sporting
  Goods                           25,129            06/12           4/5 yr.           379,950              15.12
Pier 1 Imports                    10,001            02/14           3/5 yr.           169,753              16.97
Best Buy                          57,726            01/15           2/5 yr.           865,890              15.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PARADISE VALLEY MARKETPLACE, PHOENIX, ARIZONA

     We purchased an existing shopping center known as Paradise Valley
Marketplace containing 92,158 gross leasable square feet (which includes 10,908
square feet of ground lease space). The center is located at Tatum Boulevard and
Shea Boulevard in Phoenix, Arizona.

                                       235


     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $28,510,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$309 per square foot of leasable space. Included in the purchase price was
11,000 square feet is vacant land that has been approved for development.

     We purchased this property with our own funds. On June 3, 2004, we obtained
financing in the amount of $15,680,500. The loan requires interest only payments
at an annual rate of 4.55% and matures May 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Whole Foods Grocery Store, leases more than 10% of the total
gross leasable area of the property. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Whole Foods                                32,000         35          13.50         01/02       01/12
                                                                        CPI         02/12       01/17
                                                                        CPI         02/17       01/22


     For federal income tax purposes, the depreciable basis in this property
will be approximately $21,383,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Paradise Valley Marketplace was built in 2002. As of December 1, 2004, this
property was 79% occupied, with a total 72,704 square feet leased to 17 tenants.
The following table sets forth certain information with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
EB Gameworld                     1,015           11/05       2/3 yr.          30,450            30.00
Beauty Brands                    5,510           12/06       1/5 yr.         176,320            32.00
Verizon Wireless                 2,047           12/06       2/3 yr.          65,504            32.00
Soma Restaurant                  3,452           10/07       1/5 yr.         112,190            32.50
Ship Rite                        1,340           11/07       1/5 yr.          36,673            28.11
So-Oh! Fashion
 Outlet                          1,964           02/08       1/5 yr.          53,028            27.00
Hava Java                        1,587           05/08       1/5 yr.          58,846            37.08
Mattress Authority               2,453           08/08          -             75,062            30.60
Nick's Restaurant                2,100           11/08       2/5 yr.          73,542            35.02
Washington Mutual                4,114           01/09       3/5 yr.         131,648            32.00


                                       236




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
The Village Frame
 Shop                             1,400          04/09       1/5 yr.          37,800            27.00
The Diamond
 Source                           1,677          11/09       1/3 yr.          46,956            28.00
Baja Fresh                        2,544          12/11       2/6 yr.          97,079            38.16
Pick Up Stix                      1,820          01/12       2/5 yr.          67,363            37.01
Select Dry Cleaning               2,505          01/13       2/5 yr.          77,404            30.90
The Men's
 Wearhouse                        5,176          03/13       2/5 yr.         165,632            32.00
Whole Foods                      32,000          01/22       4/5 yr.         432,000            13.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HERITAGE TOWNE CROSSING, EULESS, TEXAS

     We purchased an existing shopping center known as Heritage Towne Crossing
containing 73,579 gross leasable square feet (which includes 7,246 square feet
of ground lease space). The center is located at Glade Road and State Highway
121 in Euless, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $14,855,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$202 per square foot of leasable space. A portion of the purchase price will be
held in an escrow, to be paid to the seller when the remaining spaces are
leased.

     We purchased this property with our own funds. On April 30, 2004, we
obtained financing in the amount of $8,950,000. The loan requires interest only
payments at an annual rate of 4.374% and matures June 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     No individual tenant leases more than 10% of the total gross leasable area
of the property.

     For federal income tax purposes, the depreciable basis in this property
will be approximately $12,200,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Heritage Towne Crossing was built in 2002. As of December 1, 2004, this
property was 98% occupied, with a total 72,119 square feet leased to 27 tenants
and two ground lease tenants. The following table sets forth certain information
with respect to those leases:

                                       237




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
APB Mortgage                     2,530           09/06       1/3 yr.         45,540             18.00
GameStop                         1,400           03/07       1/3 yr.         29,400             21.00
Mattress Firm                    4,000           04/07       2/5 yr.         96,000             24.00
All Battery Store                2,000           04/07       2/5 yr.         44,000             22.00
Cow Fireworks                    1,200           05/07       2/5 yr.         20,400             17.00
Dapper Dan
 Cleaners                        2,000           06/07       1/5 yr.         38,000             19.00
Lava Asian Grill                 3,000           07/07       1/5 yr.         51,000             17.00
Salon G                          2,800           08/07       1/5 yr.         50,400             18.00
Ultra Tan                        1,600           08/07       2/5 yr.         24,000             15.00
Golf USA of Euless               3,473           12/07       1/5 yr.         69,460             20.00
Coppell
 Spine/Sports Rehab              2,000           03/08       1/3 yr.         38,000             19.00
Sara Donuts                      1,400           04/08       1/5 yr.         23,800             17.00
Plato's Closet                   3,000           04/08       1/5 yr.         54,000             18.00
Village Barber                   1,100           04/08       1/5 yr.         23,100             21.00
Town & Country                   1,800           04/08       2/5 yr.         32,400             18.00
Parker Uniforms                  3,000           05/08       1/5 yr.         42,000             14.00
The Cash Store                   1,300           07/08       2/5 yr.         24,700             19.00
Art & Frame
 Warehouse                       2,546           07/08       1/5 yr.         39,463             15.50
Wings to Go                      2,000           09/08       1/5 yr.         32,000             16.00
Delicious Delights               1,500           10/08       1/5 yr.         27,000             18.00
Ultima Fitness                   2,266           11/08       1/5 yr.         37,389             16.50
Nails Spa                        3,410           01/09       1/5 yr.         61,380             18.00
Double Daves                     3,308           03/09       1/5 yr.         54,582             16.50
The Soccer Corner                4,000           05/10       2/5 yr.         62,600             15.65
Panda Express                    2,250           04/12       2/5 yr.         47,250             21.00
Washington Mutual                4,000           10/12       4/5 yr.         84,000             21.00
Pearle Vision                    1,990           12/12       2/5 yr.         35,820             18.00
Whataburger
 (Ground lease)                  3,500           08/18       3/5 yr.         60,000               N/A
Taco Bell (Ground
 lease)                          3,746           09/23       4/5 yr.         51,000               N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PEORIA CROSSINGS, PEORIA, ARIZONA

     We purchased a newly constructed shopping center known as Peoria Crossings,
containing 213,733 gross leasable square feet. The center is located at 9350
West Northern Avenue, in Peoria, Arizona.

                                       238


     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $37,368,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$175 per square foot of leasable space.

     We originally purchased this property with our own funds. On March 5, 2004,
we obtained financing in the amount of $20,497,000. The loan requires interest
only payments at an annual rate of 4.09% and matures April 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Ross Dress for Less, Michaels and Petco, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenant to pay base annual rent on a monthly basis as
follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Ross Dress for Less                        30,171         14          10.00         05/03       01/14

Michaels                                   24,063         11          11.00         03/02       02/12

Kohl's                                     88,408         41           8.79         03/04       01/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $28,026,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Peoria Crossing was built in 2002 and 2003. As of December 1, 2004, this
property was 98% occupied, with a total 209,211 square feet leased to 21
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Famous Footwear                 10,030           01/08       2/5 yr.         162,988            16.25
EB Games                         1,500           01/08       1/5 yr.          37,500            25.00
Sally Beauty Supply              1,200           02/08       1/5 yr.          26,400            22.00
Claire's Boutique                1,269           02/08       1/5 yr.          30,456            24.00
Voice Stream                     1,200           02/08       5/1 yr.          32,400            27.00
Sleep America                    4,500           03/08       1/5 yr.         112,500            25.00
Cold Stone
 Creamery                        1,400           05/08       5/1 yr.          37,492            26.78
Sarpino's Pizzeria               1,200           07/08       1/5 yr.          32,136            26.78
Great Clips                      1,405           08/08       5/1 yr.          36,179            25.75


                                       239




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Salon 74                         1,300           12/08       1/5 yr.          33,800            26.00
Supercuts                        1,202           12/08       2/5 yr.          33,656            28.00
Michaels                        24,063           02/12       4/5 yr.         264,693            11.00
Petco                           15,216           10/12       2/5 yr.         216,067            14.20
Payless Shoes                    4,042           01/13       2/5 yr.          80,840            20.00
Quizno's                         1,400           05/13       2/5 yr.          38,500            27.50
Panda Express                    2,205           06/13       2/5 yr.          59,535            27.00
Dress Barn                       8,000           06/13       2/5 yr.         140,000            17.50
Anna's Linens                    8,000           09/13       2/5 yr.         112,000            14.00
Ross Dress for Less             30,171           01/14       4/5 yr.         301,710            10.00
Jazzy Java                       1,500           11/14          -             43,645            29.10
Kohl's                          88,408           01/24       6/5 yr.         777,524             8.79


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PROMENADE AT RED CLIFF, ST. GEORGE, UTAH

     We acquired an existing shopping center known as Promenade at Red Cliff
containing 94,445 gross leasable square feet. The center is located at 250 N.
Red Cliffs Drive in St. George, Utah.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $19,537,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$207 per square foot of leasable space.

     We purchased this property with our own funds. On April 8, 2004, we
obtained financing in the amount of $10,590,000. The loan requires interest only
payments at an annual rate of 4.29% and matures May 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Old Navy, Staples, and Big 5 Sporting Goods, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Big 5 Sporting Goods                       10,000         11          11.50         06/97       05/02
                                                                      12.54         06/02       01/07


                                       240




                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Old Navy                                   19,324         20          12.00         02/98       11/03
                                                                      13.51         12/03       11/08

Staples                                    22,500         24          11.50         06/97       05/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $14,650,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Promenade at Red Cliff was built in 1998. As of December 1, 2004, this
property was 95% occupied, with a total 89,561 square feet leased to 18 tenants.
The following table sets forth certain information with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Franklin Quest                    1,206          12/06          -            30,150             25.00
Hollywood
 Entertainment                    6,200          12/06       2/5 yr.        122,328             19.73
Big 5 Sporting
 Goods                           10,000          01/07       4/5 yr.        125,352             12.54
Vitamin World                     1,280          06/07          -            26,880             21.00
Sally Beauty Supply               1,200          06/07          -            22,876             19.06
Gen X Clothing                    7,816          06/07       1/5 yr.        131,543             16.83
Prudential                        1,017          06/07       1/5 yr.         25,628             25.20
Papa John's Pizza                 1,347          12/07       1/5 yr.         35,022             26.00
Durango Grill                     2,693          02/08       1/5 yr.         75,404             28.00
Supercuts                         1,030          02/08          -            24,720             24.00
Cold Stone
 Creamery                         1,173          08/08       2/5 yr.         33,501             28.56
Country Clutter                   1,545          09/08       1/5 yr.         39,398             25.50
Old Navy                         19,324          11/08       1/5 yr.        261,036             13.51
Samuri 21                         4,057          12/08       1/5 yr.         97,368             24.00
Quizno's                          1,424          01/09       1/5 yr.         30,828             21.65
2 Fat Guys Pizza                  4,236          02/09       1/5 yr.         91,074             21.50
Panda Express                     1,513          12/09       2/5 yr.         36,312             24.00
Staples                          22,500          05/12       3/5 yr.        258,750             11.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       241


NEWNAN CROSSING WEST AND PHASE II, NEWNAN, GEORGIA

     We acquired an existing shopping center known as Newnan Crossing Phase II
containing 160,254 gross leasable square feet (which includes 6,650 square feet
of ground lease space), for approximately $22,362,000. This property is adjacent
to Newnan Crossing West, which we acquired on December 24, 2003 for
approximately $16,808,000. Newnan Crossing West contains 131,196 gross leasable
square feet. The center is located at 591 Bullsboro Drive in Newnan, Georgia.

     We purchased the property from an unaffiliated third party. This amount may
increase by additional costs which have not been finally determined. We expect
any additional costs to be insignificant. Our acquisition cost was approximately
$139 per square foot, and $128 per square foot of leasable space for Newnan
Crossing Phase II and Newnan Crossing West, respectively. We intend to purchase
an additional 28,000 gross leasable square feet for approximately $4,042,000 in
late 2004 when construction has been completed.

     We originally purchased this property with our own funds. On February 17,
2004, we obtained financing in the amount of $21,543,091. On December 8, 2004,
we increased the loan amount by an additional $2,223,100 to a total of
$23,766,191. The loan requires interest only payments at an annual rate of 4.38%
and matures March 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, BJ's Wholesale, T.J. Maxx and Office Depot, each lease more
than 10% of the combined total gross leasable area of the West and Phase II
properties The leases with these tenants require the tenant to pay base annual
rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Office Depot                                30,000        10          10.75         06/99       06/14

T.J. Maxx                                   30,000        10           7.35         08/99       08/04
                                                                       8.00         09/04       08/09

BJ's Wholesale                             115,396        40           8.75         05/03       04/08
                                                                        CPI         05/08       04/13
                                                                        CPI         05/13       04/18
                                                                        CPI         05/18       05/23


     For federal income tax purposes, the depreciable basis will be
approximately $15,930,000 and $11,356,000 for Phase II and West, respectively.
When we calculate depreciation expense for tax purposes, we will use the
straight-line method. We depreciate buildings and improvements based upon
estimated useful lives of 40 and 20 years, respectively.

     Newnan Crossing West and Phase II were built in 1999. As of December 1,
2004, the property was 100% occupied, with a total 291,450 square feet leased to
21 tenants and one ground lease. The following table sets forth certain
information with respect to those leases:

                                       242




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Hallmark                         5,000           07/06       2/5 yr.          72,500            14.50
RadioShack                       3,000           08/06       2/5 yr.          51,000            17.00
Stratus
 Communication                   1,300           12/06       1/5 yr.          22,750            17.50
Hibbett's Sporting
 Goods                           7,000           01/07       2/5 yr.          94,500            13.50
USA Tan                          1,300           04/07       1/5 yr.          23,400            18.00
Ted's Montana Grill              4,000           04/08       4/5 yr.          64,000            16.00
Planet Smoothie                  1,040           07/08       1/5 yr.          18,200            17.50
The Corner Tavern                5,000           08/08       2/5 yr.          85,000            17.00
Great Clips                      1,200           10/08       1/5 yr.          21,600            18.00
Banana Beach                     1,200           12/08       1/5 yr.          21,600            18.00
Cingular Wireless                1,760           12/08       1/5 yr.          31,680            18.00
Michaels                        23,704           02/09       4/5 yr.         213,336             9.00
My Friend's Place                1,600           03/09       2/5 yr.          28,800            18.00
T.J. Maxx                       30,000           08/09       3/5 yr.         240,000             8.00
Old Navy                        25,000           09/09       1/5 yr.         236,925             9.48
Party City                      12,000           10/09       2/5 yr.         156,000            13.00
Payless Shoesource               3,000           11/09       2/5 yr.          51,000            17.00
Rack Room                        7,300           01/10       3/5 yr.         124,100            17.00
Sizes Unlimited                  5,000           01/12       2/4 yr.          77,500            15.50
O'Charley's
 (Ground Lease)                  6,650           02/14       3/5 yr.          66,000              N/A
Office Depot                    30,000           06/14       3/5 yr.         322,500            10.75
BJ's Wholesale                 115,396           05/23       4/5 yr.       1,009,715             8.75


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

MACARTHUR CROSSING, LAS COLINAS (IRVING), TEXAS

     We purchased an existing shopping center known as MacArthur Crossing
containing 109,755 gross leasable square feet (which includes 6,500 square feet
of ground lease space). The center is located at MacArthur Boulevard and LBJ
Freeway in Las Colinas (Irving), Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $23,102,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$210 per square foot of leasable space.

     We purchased this property with our own funds. On April 2, 2004, we
obtained financing in the amount of $12,700,000. The loan requires interest only
payments at an annual rate of 4.29% and matures May 1, 2009.

                                       243


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Stein Mart, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Stein Mart                                 34,000         31          6.75          07/96       07/06
                                                                      7.25          08/06       07/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $17,340,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     MacArthur Crossing was built in 1995 and 1996. As of December 1, 2004, this
property was 98% occupied, with a total 107,759 square feet leased to 27 tenants
and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Monarch Dental                   3,920           12/04       1/5 yr.          66,640            17.00
Valley Ranch
 Vacations                       1,381           06/05          -             24,858            18.00
Regis Haircutters                1,500           01/06       1/5 yr.          37,500            25.00
RadioShack                       2,000           02/06       1/5 yr.          31,000            15.50
Wolf Camera                      1,780           02/06       1/5 yr.          35,600            20.00
Merle Norman                     1,457           02/06       1/5 yr.          23,880            16.39
GNC                              1,400           02/06       1/5 yr.          25,200            18.00
Rice Boxx                        2,101           02/06          -             52,525            25.00
Starbucks Coffee                 1,604           03/06       2/5 yr.          32,080            20.00
The UPS Store                    1,260           06/06       1/5 yr.          30,240            24.00
Sally Beauty Supply              1,500           06/06       1/5 yr.          29,100            19.40
I Fratelli Restaurant            5,000           08/06          -            107,500            21.50
Subway                           1,400           09/06       1/5 yr.          21,000            15.00
Planet Tan                       4,400           10/06       1/5 yr.          79,200            18.00
Blockbuster Video
 (Ground Lease)                  6,500           12/06       4/5 yr.         127,335              N/A
Flowers For You                  2,100           02/07          -             42,000            20.00
Isshin Sushi                     4,000           03/07          -             80,000            20.00
State Farm Insurance             2,000           04/07       1/5 yr.          34,000            17.00
Eyecare 20/20                    2,000           06/07       1/5 yr.          40,000            20.00


                                       244




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Marshall Message
 Therapy                            640          03/08       2/5 yr.          11,520            18.00
TD Waterhouse                     2,500          04/08       2/5 yr.          55,000            22.00
Custom Cleaners                   2,100          02/09       1/5 yr.          58,800            28.00
Quizno's                          2,100          06/09       2/5 yr.          52,500            25.00
Stein Mart                       34,000          07/11       3/5 yr.         229,500             6.75
MiCocina                          4,964          01/12       2/5 yr.         124,100            25.00
Pei Wei                           3,160          02/12       2/5 yr.          96,380            30.50
Mattress Firm                     4,000          04/14       2/5 yr.         108,000            27.00
Firestone Tire                    6,992          07/16       2/5 yr.         145,000            20.74


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LA PLAZA DEL NORTE, SAN ANTONIO, TEXAS

     We purchased an existing shopping center known as La Plaza Del Norte,
containing 320,345 gross leasable square feet. The center is located at 125
Northwest Loop 410, in San Antonio, Texas.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $58,143,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$182 per square foot of leasable space.

     We purchased this property with our own funds. On February 4, 2004, we
obtained financing in the amount of $32,528,000. The loan requires interest only
payments at an annual rate of 4.61% and matures March 1, 2010.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Oshman's Sporting Goods and Best Buy, each lease more than 10%
of the total gross leasable area of the property. The leases with these tenants
require the tenant to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Oshman's Sporting Goods                    65,000         20          11.11         09/96       01/02
                                                                      11.61         02/02       01/07
                                                                      12.11         02/07       01/12
                                                                      12.61         02/12       01/17


                                       245




                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Best Buy                                   58,000         18          14.00         08/96       01/02
                                                                      14.75         02/02       01/07
                                                                      15.50         02/07       01/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $43,076,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     La Plaza Del Norte was built in 1996 and 1999. As of December 1, 2004, this
property was 95% occupied, with a total 303,245 square feet leased to 16
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                                Current      Base Rent Per
                              GLA Leased                     Renewal      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
Lifeway Christian                 6,000          11/06       2/5 yr.      132,000         22.00
Pearle Vision                     3,500          12/06       2/5 yr.      120,750         34.50
Ross Dress for Less              28,438          01/07       4/5 yr.      288,640         10.15
Office Max                       23,229          11/12       2/5 yr.      261,326         11.25
DSW Shoe Warehouse               22,000          04/07       4/5 yr.      374,000         17.00
All Battery Center                1,600          05/07       2/5 yr.       36,800         23.00
Successories                      1,200          09/08       1/3 yr.       26,400         22.00
                                                               and
                                                             1/2 yr.
GameStop                          2,006          12/08          -          52,156         26.00
Half Price Books                  8,000          10/09       1/5 yr.       96,000         12.00
David's Bridal                   12,000          11/09       2/5 yr.      198,240         16.52
Petco                            13,650          11/11       3/5 yr.      278,187         20.38
Cost Plus World
 Market                          18,900          01/12       3/5 yr.      302,400         16.00
Best Buy                         58,000          01/12       3/5 yr.      855,500         14.75
Simpson-Williams                  9,875          12/12          -         161,600         16.36
Bealls                           29,847          01/14       2/5 yr.      194,005          6.50
Oshman's Sporting
 Goods                           65,000          01/17       4/5 yr.      754,650         11.61


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       246


SHOPPES AT QUARTERFIELD (METRO SQUARE CENTER/SUPER VALU SHOPPING CENTER),
SEVERN, MARYLAND

     We purchased an existing shopping center formerly known as Metro Square
Center and Super Valu Shopping Center, containing 61,817 gross leasable square
feet. The center is located at 7858 Quarterfield in Severn (Annapolis),
Maryland.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $11,031,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$178 per square foot of leasable space.

     We purchased this property with our own funds. On April 1, 2004, we
obtained financing in the amount of $6,067,183. The loan requires interest only
payments at an annual rate of 4.28% and matures April 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Shoppers Food Warehouse, leases more than 10% of the total
gross leasable area of the property. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Shoppers Food Warehouse                    58,217         94          14.00         09/99       08/04
                                                                      14.50         09/04       08/09
                                                                      15.24         09/09       08/14
                                                                      16.00         09/14       01/20


     For federal income tax purposes, the depreciable basis in this property
will be approximately $8,840,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Shoppes at Quarterfield was built in 1999. As of December 1, 2004, this
property was 96% occupied, with a total 59,417 square feet leased to two
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                                Current      Base Rent Per
                              GLA Leased                     Renewal      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
Great Clips                       1,200          12/05       5/1 yr.       28,366         23.64
Shoppers Food                    58,217          01/20       4/5 yr.      844,146         14.50
 Warehouse


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for

                                       247


such expenses is limited in some way, usually so that their liability for such
expenses does not exceed a specified amount.

LARKSPUR LANDING, LARKSPUR, CALIFORNIA

     We purchased an existing shopping center known as Larkspur Landing,
containing 173,821 gross leasable square feet. The center is located at 2257
Larkspur Landing Circle, in Larkspur, California.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $61,145,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$352 per square foot of leasable space.

     We originally purchased this property with our own funds. On January 30,
2004, we obtained financing in the amount of $33,630,000. The loan requires
interest only payments at an annual rate of 4.45% and matures February 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Bed, Bath & Beyond, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Bed, Bath & Beyond                         42,318         24          20.50         11/02       11/06
                                                                      21.83         12/06       11/11
                                                                      23.21         12/11       11/17


     For federal income tax purposes, the depreciable basis in this property
will be approximately $45,859,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Larkspur Landing was built in 1978 and renovated in 2001. As of December 1,
2004, this property was 87% occupied, with a total 150,893 square feet leased to
33 tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                                Current      Base Rent Per
                              GLA Leased                     Renewal      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
Golden Gate                                    Month-to
 Printing*                       3,287          -Month          -          30,010          9.13
Allstate Insurance*                405         Month-to         -          13,365         33.00
                                                -Month


                                       248




                              Approximate                                Current      Base Rent Per
                              GLA Leased                     Renewal      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
Avanti*                           1,115        Month-to         -           2,400          2.15
                                                -Month
John Connelly*                      880        Month-to         -           6,924          7.87
                                                -Month
Benchmark Medical                 5,791         04/05        1/5 yr.      152,786         26.38
Roadrunner Burrito                  800         06/05           -          30,624         38.28
Redhill                           2,688         07/05        3/1 yr.       74,189         27.60
Jaeger                            1,500         07/05           -          42,966         28.64
Oliver Allen Corp.                9,392         09/05        1/5 yr.      242,313         25.80
Robert Buerger                      880         06/06        1/3 yr.       18,480         21.00
Maxwell Cleaners                  2,748         09/06           -         107,172         39.00
Norman Mahan
 Jewelers                         1,333         01/07           -          43,669         32.76
Determined
 Productions                     11,185         03/07        1/4 yr.      608,663         54.42
Larkspur Shoes &
 Repair                             807         03/07           -          23,564         29.20
Marin Visitor
 Bureau                             720         07/07           -          19,440         27.00
Bay Area Wireless                   610         04/08        2/5 yr.       23,790         39.00
Larkspur Landing
 Optometry                        1,165         06/08           -          39,598         33.99
American Nails                      745         06/08           -          23,691         31.80
AAA                               5,245         07/08        2/5 yr.      169,938         32.40
Togo's Eatery                     1,625         07/08           -          40,677         28.03
Timothy Bricca DD                 1,064         07/08           -          36,133         33.96
All California                    3,359         07/08           -         114,172         33.99
Weight Watchers                   1,291         09/08           -          61,219         47.42
Cooper Alley                      2,000         11/08           -         107,987         53.99
Ragged Sailor                     1,207         12/08           -          33,888         28.08
Larkspur Landing
 Pet Clinic                       1,141         04/09           -          36,831         32.28
Sushi Ko                          1,709         08/09           -          55,372         32.40
24 Hour Fitness                  17,844         03/10        1/5 yr.      535,320         30.00
Marin Brewing Co.                 5,978         03/11           -         190,219         31.82
Fidelity Investments              7,232         07/11        2/5 yr.      459,955         63.60
Yogalive                          6,150         09/12           -         184,500         30.00
Bed, Bath & Beyond               42,318         11/17        3/5 yr.      867,519         20.50
Noonan's Restaurant               6,679         12/18        2/5 yr.      222,878         33.37


*  Renewal negotiations in progress

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       249


NORTH RANCH PAVILIONS, THOUSAND OAKS, CALIFORNIA

     We purchased an existing shopping center known as North Ranch Pavilions,
containing 62,812 gross leasable square feet. The center is located at 1125-85
Lindero Road, in Thousand Oaks, California.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $18,468,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$294 per square foot of leasable space.

     We purchased this property with our own funds. On March 3, 2004, we
obtained financing in the amount of $10,157,000. The loan requires interest only
payments at an annual rate of 4.12% and matures April 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Savvy Salon, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Savvy Salon                                 6,500         10          11.71         10/03       01/04
                                                                      25.20         02/04       01/06
                                                                      26.76         02/06       01/08
                                                                      28.32         02/08       01/10
                                                                      30.00         02/10       01/12
                                                                      31.80         02/12       02/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,851,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     North Ranch Pavilions was built in 1992. As of December 1, 2004, this
property was 89% occupied, with a total 55,928 square feet leased to 24 tenants.
The following table sets forth certain information with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Prudential Realty                3,379           11/04          -            103,397            30.60
Ilene's Boutique                 2,105           12/04          -             51,590            24.51
Seta's Shoes                     1,086           04/05          -             19,548            18.00
Walton's Portraits               1,300           08/06       1/5 yr.          31,359            24.12
Postal Club                      1,086           10/06       1/5 yr.          24,891            22.92
Dance Trends                     2,338           11/06       1/5 yr.          41,523            17.76


                                       250




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Bank of America                  4,500           12/06          -            194,619            43.25
Clubhouse Cleaners               1,505           12/06       1/5 yr.          43,765            29.08
Cookies by Design                1,353           01/07       1/5 yr.          32,822            24.26
Malibu Gymnastics                3,740           02/07      1/1 yr. &         67,320            18.00
                                                             3/3 yr.
State Farm Insurance             1,023           03/07          -             22,791            22.28
Tae Kwon Do
 Academy                         1,512           06/07       2/5 yr.          34,648            22.92
Treasured Memories               3,691           08/07       1/5 yr.          46,129            12.50
Kay's Nails                      1,028           10/07          -             24,178            23.52
Total Body Fitness               1,998           12/07       1/5 yr.          37,042            18.54
Malibu Gymnastics                3,040           11/08       5/1 yr.          56,362            18.54
Sudore Pilates                   1,346           01/09       1/5 yr.          36,342            27.00
Exotic Thai                      1,746           02/11          -             52,380            30.00
Rustico Ristorante               3,495           08/11       2/5 yr.          94,412            27.01
We Frame It                      1,526           09/11       1/5 yr.          36,075            23.64
Lamp Post Pizza                  3,600           11/11          -             90,145            25.04
Sushi Tei                        1,725           07/12       2/5 yr.          52,705            30.55
North Ranch
 Dentistry                       1,306           10/13       2/5 yr.          39,548            30.28
Savvy Salon                      6,500           02/14       2/5 yr.         163,800            25.20


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HICKORY RIDGE SHOPPING CENTER, HICKORY, NORTH CAROLINA

     We purchased an existing shopping center known as Hickory Ridge Shopping
Center containing 380,487 gross leasable square feet (which includes 70,127
square feet of ground lease space). The center is located at Catawba Valley Road
in Hickory, North Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $41,900,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$110 per square foot of leasable space.

     We originally purchased this property with our own funds. On January 23,
2004, we obtained financing in the amount of $23,650,000. The loan requires
interest only payments as an annual rate of 4.531% and matures February 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       251


     Three tenants, Best Buy, Kohl's and Dick's Sporting Goods, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Best Buy                                   45,000         12          10.75         07/99       01/15

Dick's Sporting Goods *                    45,000         12            N/A         01/00       01/20

Kohl's                                     86,584         23           6.83         08/99       02/20


*  Ground lease

     For federal income tax purposes, the depreciable basis in this property
will be approximately $35,068,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Hickory Ridge Shopping Center was built in 1999. As of December 1, 2004,
this property was 100% occupied, with a total 380,487 square feet leased to 19
tenants and two ground lease tenants. The following table sets forth certain
information with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Osaka Japanese
 Cuisine                          2,100          01/05       1/5 yr.          40,950            19.50
Thai Orchid                       2,800          01/05       1/5 yr.          53,200            19.00
Tony's Pizza                      2,100          01/05       1/5 yr.          45,150            21.50
EB Games                          1,600          10/05       1/5 yr.          32,000            20.00
Factory Mattress                  3,600          11/06       1/5 yr.          66,600            18.50
Party City                       12,000          06/09       2/5 yr.         162,000            13.50
Marshalls                        30,000          08/09       3/5 yr.         234,000             7.80
Great Clips                       1,200          12/09          -             23,400            19.50
Old Navy                         25,000          01/10       1/5 yr.         212,500             8.50
Shoe Carnival                    12,000          01/10       2/5 yr.         129,000            10.75
Sprint PCS                        2,800          01/10          -             50,400            18.00
Hallmark Cards                    6,000          02/10       1/5 yr.          93,900            15.65
Family Christian
 Bookstore                        5,000          03/10       2/5 yr.          90,000            18.00
Pier 1 Imports                    9,976          03/12       2/5 yr.         174,580            17.50
The Avenue                        6,600          01/13       2/5 yr.          78,012            11.82
Best Buy                         45,000          01/15       3/5 yr.         483,750            10.75
A.C. Moore                       21,000          12/15       3/5 yr.         248,730            11.84
Linens 'N Things                 35,000          01/16       3/5 yr.         367,500            10.50
Kohl's                           86,584          02/20       6/5 yr.         590,995             6.83


                                       252




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                   
Dicks Sporting
 Goods (Ground Lease)            45,000          01/20       6/5 yr.         185,000              N/A
Babies "R" Us
 (Ground Lease)                  25,127          01/13       6/5 yr.         126,647              N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

CORWEST PLAZA, NEW BRITAIN, CONNECTICUT

     We purchased an existing shopping center known as CorWest Plaza containing
115,011 gross leasable square feet. The center is located at 665 and 687 West
Main Street in New Britain, Connecticut.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $33,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$287 per square foot of leasable space.

     We originally purchased this property with our own funds. On January 7,
2004, we obtained financing in the amount of $18,150,000. The loan requires
interest only payments at an annual rate of 4.56% and matures February 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Super Stop and Shop, Liquor Depot and CVS Pharmacy, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Super Stop &
 Shop                                  68,073           59            26.00         05/03       05/08
                                                                      26.50         06/08       05/13
                                                                      27.00         06/13       05/18
                                                                      27.50         06/18       05/23
                                                                      28.00         06/23       05/28

CVS Pharmacy                           12,150           11            26.00         06/01       01/22


                                       253




                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Liquor Depot                           14,000           12            14.00         08/01       08/06
                                                                      16.00         09/06       08/11


     For federal income tax purposes, the depreciable basis in this property
will be approximately $26,101,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     CorWest Plaza was built in phases between 1999 to 2003. As of December 1,
2004, this property was 99% occupied, with a total 114,023 square feet leased to
10 tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                                 Current     Base Rent Per
                              GLA Leased                     Renewal       Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options      Rent ($)    Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                            
Video One                         3,500          09/05       2/3 yr.        51,181         14.62
Rent-A-Center                     6,000          02/06       1/5 yr.        90,000         15.00
Cingular Wireless                 1,553          06/06       1/5 yr.        27,954         18.00
Subway                            1,500          08/06       4/2 yr.        20,011         13.34
Webster Bank                      2,147          11/05       2/5 yr.        38,646         18.00
Papa Gino's                       3,000          02/11       2/5 yr.        60,000         20.00
Liquor Depot                     14,000          08/11       2/5 yr.       196,000         14.00
Frazier's Two  Cleaners &
 Laundromat                       2,100          10/11       2/5 yr.        37,800         18.00
CVS Pharmacy                     12,150          01/22       4/5 yr.       315,900         26.00
Super Stop & Shop                68,073          05/28       6/5 yr.     1,769,898         26.00


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

SHAW'S SUPERMARKET, NEW BRITAIN, CONNECTICUT

     We purchased a single user retail center known as Shaw's Supermarket, New
Britain, containing 65,658 gross leasable square feet. The property is located
in New Britain, Connecticut.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $13,656,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$208 per square foot of leasable space.

     We originally purchased this property with our own funds. On January 28,
2004, we obtained financing in the amount of $6,450,000. The loan requires
interest only payments as an annual rate of 4.684% and matures November 1, 2028.

                                       254


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of its lease.

     Shaw's Supermarket was built in 1995. One tenant, Shaw's Supermarket,
leases 100% of the total gross leasable area of the property. The lease with
this tenant requires the tenant to pay base annual rent on a monthly basis as
follows:



                                                                                 Base Rent
                            Approximate     % of                  Base Rent     Per Square
                            GLA Leased      Total     Renewal     Per Annum      Foot Per          Lease Term
Lessee                       (Sq. Ft.)       GLA      Options        ($)         Annum ($)     Beginning      To
--------------------------------------------------------------------------------------------------------------------
                                                                                        
Shaw's                        65,658         100      6/5 yr.     1,017,699        15.50         12/95       02/01
 Supermarkets -                                                   1,083,357        16.50         03/01       02/06
 New Britain                                                      1,149,015        17.50         03/06       02/11
                                                                  1,181,844        18.00         03/11       04/16


     For federal income tax purposes, the depreciable basis in this property
will be approximately $10,681,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

PAVILION AT KING'S GRANT, CONCORD, NORTH CAROLINA

     We purchased a newly constructed shopping center known as Pavilion at
King's Grant, containing 79,109 gross leasable square feet (which includes
65,000 square feet of ground lease space). The center is located at 8050 Concord
Mills Boulevard in Concord, North Carolina.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $8,151,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. One tenant, Toys "R" Us, is currently
paying half rent. When the tenant begins paying full rent, we will pay the
balance of the purchase price of approximately $1,563,000. Our total acquisition
cost is expected to be approximately $103 per square foot of leasable space.

     We originally purchased this property with our own funds. On April 6, 2004,
we obtained financing in the amount of $5,342,000. The loan requires interest
only payments at an annual rate of 4.39% and matures May 1, 2009.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Toys "R" Us and Olive Garden, each lease more than 10% of the
total gross leasable area of the property. The leases with these tenants require
the tenants to pay base annual rent on a monthly basis as follows:

                                       255




                            Approximate                    Base Rent Per
                            GLA Leased      % of Total     Square  Foot           Lease Term
Lessee                       (Sq. Ft.)          GLA        Per Annum ($)     Beginning      To
--------------------------------------------------------------------------------------------------
                                                                            
Toys "R" Us *                  49,000           62              5.10           10/02       01/13

Olive Garden*                   8,500           11              9.41           04/02       04/07
                                                               10.35           05/07       04/12


* ground lease

     For federal income tax purposes, the depreciable basis in this property
will be approximately $2,741,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Pavilion at King's Grant was built in 2002 and 2003. As of December 1,
2004, this property was 100% occupied, with a total 79,109 square feet leased to
four tenants and three ground lessees. The following table sets forth certain
information with respect to those leases:



                              Approximate                                Current       Base Rent Per
                              GLA Leased                     Renewal      Annual     Square Foot Per
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)        Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
RadioShack                        2,400          04/08       2/5 yr.       40,800          17.00
Bank of America                     100          08/08       2/5 yr.       14,400         144.00
Panera Bread                      5,609          12/14       2/5 yr.      109,376          19.50
Jared Jewelers                    6,000          01/23       2/5 yr.      220,020          36.67
Olive Garden *                    8,500          04/12       4/5 yr.       80,000            N/A
Red Lobster *                     7,500          05/12       4/5 yr.       80,000            N/A
Toys "R" Us *                    49,000          01/13       6/5 yr.      250,000            N/A


*  Ground lease

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

CVS PHARMACIES (ECKERD DRUG STORES)

     We purchased the following two separate existing freestanding retail
properties known as CVS Pharmacies, formerly Eckerd Drug Stores, containing a
total of 27,648 gross leasable square feet.



           Location               Square Feet      Completion Date       Purchase Price ($)
---------------------------------------------------------------------------------------------
                                                                     
33rd Street and Santa Fe            13,824              2003                  3,364,000
Edmond, Oklahoma

36th and Robinson                   13,824              2003                  5,288,000
Norman, Oklahoma


                                       256


     We purchased these CVS Pharmacies from an unaffiliated third party. Our
total acquisition cost was approximately $8,652,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$313 per square foot of leasable space.

     We purchased these properties with our own funds. On April 30, 2004, we
obtained financing in the amounts of $1,850,000 and $2,900,000 for CVS Pharmacy
- Edmond and CVS Pharmacy - Norman, respectively. Both loans require interest
only payments at an annual rate of 4.374% and mature June 2009.

     One tenant, CVS Pharmacy, leases 100% of the total gross leasable area of
each property. The leases with this tenant require the tenant to pay base annual
rent on a monthly basis as follows:



                                            % of
                                            Total                                Base Rent
                          Approximate      GLA of       Current                 Per Square
                          GLA Leased        each        Annual      Renewal      Foot Per          Lease Term
Lessee/Location            (Sq. Ft.)      Property     Rent ($)     Options      Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------------------
                                                                                        
33rd Street &               13,824           100        289,292     4/5 yr.       20.93          10/03       10/23
 Santa Fe
Edmond, OK

36th &                      13,824           100        454,806     4/5 yr.       32.90          11/03       11/23
 Robinson
Norman, OK


     A twenty year lease commenced as of the date of acquisition with no
increases during the term of the lease. Each lease includes four options, each
for a term of five years.

     These properties are on triple net leases and the tenant will be
responsible for all repairs.

     For federal income tax purposes, the depreciable basis in these properties
will be approximately $6,770,000 When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

DARIEN TOWNE CENTRE, DARIEN, ILLINOIS

     We purchased an existing shopping center known as Darien Towne Centre
containing 223,844 gross leasable square feet (which includes 6,371 square feet
of ground lease space). The center is located at 2189 75th Street, in Darien,
Illinois.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $30,000,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$134 per square foot of leasable space.

     Simultaneously with the purchase this property, we obtained a new loan in
the amount of $16,500,000. The loan requires interest only payments based on a
rate of 4.65% per annum and matures June 2010.

                                       257


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Home Depot, Circuit City and PETsMART, each lease more than
10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                            Approximate                    Base Rent Per
                            GLA Leased      % of Total      Square Foot           Lease Term
Lessee                       (Sq. Ft.)          GLA        Per Annum ($)     Beginning      To
--------------------------------------------------------------------------------------------------
                                                                            
Home Depot                     109,200          49               7.98          05/94       04/99
                                                                 8.35          05/99       04/04
                                                                 8.60          05/04       04/09
                                                                 9.10          05/09       04/14

Circuit City                    32,984          15              10.50          05/94       01/05
                                                                  CPI          02/05       01/10
                                                                  CPI          02/10       01/15

PETsMART                        25,487          11              11.20          10/94       09/04
                                                                11.70          10/04       09/09


     For federal income tax purposes, the depreciable basis in this property
will be approximately $22,468,400. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Darien Towne Centre was built in 1994. As of December 1, 2004, this
property was 94% occupied, with a total 210,010 square feet was leased to 11
tenants and one ground lease tenant. The following table sets forth certain
information with respect to those leases:



                              Approximate                                Current      Base Rent Per
                              GLA Leased                     Renewal      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                           
Gingiss Formalwear                 2,000         12/04          -          35,010         17.50
Coldwell Banker                    2,468         03/05          -          45,831         18.57
Jenny Craig                        2,000         05/07       1/3 yr.       44,000         22.00
Deals                             12,000         07/07       1/5 yr.      120,000         10.00
TGI Fridays (Ground Lease)         6,371         05/09       3/5 yr.       79,860           N/A
Great Clips                        1,500         08/09       2/3 yr.       33,000         22.00
PETsMART                          25,487         09/09       5/5 yr.      298,197         11.70
Murray's Discount Auto            10,000         10/09       1/5 yr.      115,000         11.50
Panera Bread                       4,500         12/12       3/5 yr.       94,500         21.00
Home Depot                       109,200         04/14       4/5 yr.      939,120          8.60
Signature Cleaners                 1,500         11/14          -          37,260         24.84
Circuit City                      32,984         01/15       4/5 yr.      346,332         10.50


                                       258


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

STONY CREEK MARKETPLACE, NOBLESVILLE, INDIANA

     We purchased a newly constructed shopping center known as Stony Creek
Marketplace containing 153,796 gross leasable square feet (which consists of
8,000 square feet of ground lease space). The center is located at 1713C
Mercantile Boulevard in Noblesville, Indiana.

     We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $25,750,000. This amount may increase by
additional costs which have not yet been finally determined. We expect any
additional costs to be insignificant. Our acquisition cost was approximately
$167 per square foot of leasable space.

     We originally purchased this property with our own funds. On January 20,
2004, we obtained financing in the amount of $14,162,000. The loan requires
interest only payments at an annual rate of 4.77% and matures January 1, 2011.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, T.J. Maxx, Linens 'N Things and Barnes & Noble, each lease
more than 10% of the total gross leasable area of the property. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                            Approximate                    Base Rent Per
                            GLA Leased      % of Total    Square Foot Per        Lease Term
Lessee                       (Sq. Ft.)          GLA          Annum ($)       Beginning      To
--------------------------------------------------------------------------------------------------
                                                                            
T.J. Maxx                      30,000           20              9.50           09/03       09/13

Linens 'N Things               28,444           18             11.50           07/03       01/09
                                                               12.00           02/09       01/14

Barnes & Noble                 21,980           14             13.50           09/03       01/16


     For federal income tax purposes, the depreciable basis in this property
will be approximately $17,564,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Stony Creek Marketplace was built in 2003. As of December 1, 2004, this
property was 100% occupied, with a total 153,796 square feet leased to 19
tenants and one ground lease tenant. The following table sets forth certain
information with respect to those leases:

                                       259




                                     Approximate                                               Base Rent Per
                                     GLA Leased      Lease     Renewal     Current Annual     Square Foot Per
Lessee                                (Sq. Ft.)       Ends     Options        Rent ($)           Annum ($)
---------------------------------------------------------------------------------------------------------------
                                                                                    
Cingular Wireless                       1,487        06/08     2/5 yr.         31,227              21.00
RJ Fastframe                            1,618        06/08     1/5 yr.         33,915              20.96
The UPS Store                           1,618        08/08     1/5 yr.         33,978              21.00
Scrapbook Corner                        4,095        12/08        -            75,758              18.50
Papa Johns Pizza                        1,615        01/09        -            33,915              21.00
Giovanni Jewelers                       1,615        02/09     1/5 yr.         33,915              21.00
Quizno's Classic Subs                   1,600        12/09     2/4 yr.         29,600              18.50
Blockbuster Video                       4,892        05/11     2/5 yr.        102,732              21.00
Today's Bedroom One                     4,890        06/11     1/5 yr.         90,465              18.50
Panera Bread                            4,200        12/12     2/5 yr.         88,200              21.00
Maggie Moo's Ice Cream                  1,615        03/13     2/5 yr.         33,915              21.00
Qdoba Mexican Restaurant                2,272        04/13     2/5 yr.         45,440              20.00
Ossip Optometry, P.C.                   3,230        04/13     2/5 yr.         60,563              18.75
Pier 1 Imports                          9,375        07/13     2/5 yr.        160,696              17.14
Shoe Carnival                          10,000        07/13     2/5 yr.        130,000              13.00
T.J. Maxx                              30,000        09/13     3/5 yr.        285,000               9.50
Linens 'N Things                       28,444        01/14     3/5 yr.        327,118              11.50
Factory Card Outlet                    11,250        01/14     2/5 yr.        160,313              14.25
Barnes & Noble                         21,980        01/16     2/5 yr.        296,730              13.50
Logan's Roadhouse
 (Ground Lease)                         8,000        03/18     3/5 yr.         75,500                N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

THE SHOPS AT PARK PLACE, PLANO, TEXAS

     We acquired an existing shopping center known as The Shops at Park Place
through the purchase of all of the membership interests of the general partner
and the membership interest of limited partner of the limited partnership
holding title to this center. The center contains 116,300 gross leasable square
feet (which includes 3,822 square feet of ground lease space) and is located at
6401 W. Plano Parkway in Plano, Texas.

     An affiliate of our business manager/advisor, Inland Park Place Limited
Partnership, acquired this property on September 30, 2003 from CDG Park Place
LLC, an unaffiliated third party for $23,868,000. Inland Park Place Limited
Partnership agreed to sell this property to us when we had raised sufficient
funds from the sale of shares to acquire this property from them. The affiliate
agreed to sell us this property for the price it paid to the unaffiliated third
party, plus any actual costs incurred. Our board of directors unanimously
approved acquiring this property, including a unanimous vote of the independent
directors.

     Our total acquisition cost was $24,000,000, which included $132,000 of
costs incurred by Inland Park Place Limited Partnership. We expect any
additional costs to be insignificant. Our acquisition cost is approximately $206
per square foot of leasable space.

                                       260


     As part of the purchase, title to the property was subject to a loan placed
on the property by Inland Park Place Limited Partnership for our benefit. The
loan is in the amount of $13,127,000, requires interest only payments at a rate
of 4.71% per annum and matures November 2008. We believe the interest rate on
this loan is no greater than what we could have obtained from an unaffiliated
third party lender.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Walgreens, OfficeMax, Michaels and Bed, Bath & Beyond, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                            Approximate                    Base Rent Per
                            GLA Leased      % of Total    Square Foot Per        Lease Term
Lessee                       (Sq. Ft.)          GLA           Annum ($)      Beginning      To
--------------------------------------------------------------------------------------------------
                                                                            
Walgreens                      15,120           13             20.83           05/00       04/60

OfficeMax                      23,429           20             13.50           11/01       11/11
                                                               14.00           12/11       11/16

Michaels                       24,133           21             13.50           08/01       10/11

Bed, Bath &
 Beyond                        25,000           21             11.00           10/01       01/12


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,175,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     The Shops at Park Place was built in 2001. As of December 1, 2004, this
property was 99% leased, with a total 115,460 square feet leased to ten tenants
and one ground lease tenant. The following table sets forth certain information
with respect to those leases:



                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Ebby Halliday Realty              5,314          10/06       2/5 yr.         154,100            29.00
North Dallas Eye
 Associates                       3,000          10/06       1/5 yr.          90,000            30.00
The Nail Club                     1,100          10/06       1/5 yr.          33,000            30.00
Oxford Cleaners                   1,042          10/06       1/5 yr.          31,260            30.00
Carpet Mills of America           3,500          11/06       2/5 yr.          91,000            26.00
Michaels                         24,133          10/11       3/5 yr.         325,800            13.50
Bed, Bath & Beyond               25,000          01/12       3/5 yr.         275,000            11.00
Salon Boutique                   10,000          02/12       2/5 yr.         180,000            18.00
OfficeMax                        23,429          11/16       4/5 yr.         316,300            13.50


                                       261




                              Approximate                                                   Base Rent Per
                              GLA Leased                     Renewal     Current Annual      Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Options        Rent ($)        Per Annum ($)
-----------------------------------------------------------------------------------------------------------
                                                                                 
Walgreens                        15,120          04/60          -            315,000            20.83
Chick-Fil-A (Ground
 Lease)                           3,822          10/15       3/5 yr.          78,500              N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

POTENTIAL PROPERTY ACQUISITIONS

     As of December 7, 2004, we are considering acquiring the 24 properties
described below. Our decision to acquire these properties will generally depend
upon:

     -    no material adverse change occurring in the properties, the tenants or
          the local economic conditions;

     -    our receipt of sufficient net proceeds from our offerings to make
          these acquisitions or sufficient availability of credit; and

     -    our receipt of satisfactory due diligence information including
          appraisals, environmental reports and lease information.

     Other properties may be identified in the future that we may acquire before
or instead of these properties. We cannot guarantee that we will complete these
acquisitions.

SHOPPES OF WARNER ROBBINS, WARNER ROBINS, GEORGIA

     We anticipate purchasing a newly constructed shopping center known as
Shoppes of Warner Robins, containing 70,740 of gross leasable square feet. The
center is located at S.R. 96 and Lakejoy Road in Warner Robins, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $13,374,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $189 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:

                                       262




                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Publix                                 38,990           55            9.50          11/04       11/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $10,031,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Shoppes at Warner Robins was newly constructed in 2004. This property is
currently leasing up the remaining vacancies. As of December 1, 2004, this
property was 78% occupied, with a total of 55,140 square feet leased to 12
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Cutting Edge Salon                1,400          10/07         28,000         20.00
Sprint Wireless                   1,400          10/07         26,600         19.00
International Tan                 1,050          11/07         18,900         18.00
Nextel Communications             1,050          10/09         19,425         18.50
Love Your Clothes Cleaners        1,400          10/09         30,800         22.00
Just Mail                         1,400          10/09         24,500         17.50
Luv Nail Salon                    1,400          10/09         30,800         22.00
Hong Kong Restaurant              1,400          11/09         26,600         19.00
Subway                            1,400          11/09         23,800         17.00
Cuts by Us                        1,050          11/09         18,900         18.00
Paradise Video                    3,200          12/09         52,800         16.50
Publix                           38,990          11/24        370,405          9.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ACADEMY SPORTS & OUTDOORS, SAN ANTONIO, TEXAS

     We anticipate purchasing a newly constructed freestanding retail center
known as Academy Sports & Outdoors, containing 70,910 of gross leasable square
feet. The center is located at 2643 NW Loop 410 in San Antonio, Texas.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $6,825,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $96 per square foot of leasable space.

                                       263


     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of its lease.

     One tenant, Academy Sports & Outdoors, will lease 100% of the total gross
leasable area of the property. The lease term will be determined in accordance
with the tenant's commencement date. The lease with this tenant requires the
tenant to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                         Approximate      % of     Per Square         Estimated
                                         GLA Leased      Total      Foot Per          Lease Term
Lessee                                    (Sq. Ft.)       GLA       Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Academy Sports & Outdoors                  70,910         100         7.51          12/04       11/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $5,119,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

MESA FIESTA, MESA, ARIZONA

     We anticipate purchasing an existing shopping center known as Mesa Fiesta,
containing 194,892 of gross leasable square feet. The center is located at South
Alma School Road and Grove Avenue in Mesa, Arizona.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $36,855,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $189 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Five tenants, Best Buy, Marshalls, Borders Books & Music, Comp USA and Oak
Showcase, leases more than 10% of the total gross leasable area of the property.
The leases with these tenants require the tenants to pay base annual rent on a
monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Best Buy                               39,482           20            11.35         09/94       08/08


                                       264




                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Marshalls                              31,500           16            11.50         02/95       01/10

Borders Books & Music                  30,000           15            22.27         04/94       03/09

Comp USA                               25,000           13            12.71         03/94       02/09

Oak Showcase                           25,010           13            10.00         05/04       04/09


     For federal income tax purposes, the depreciable basis in this property
will be approximately $27,641,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Mesa Fiesta was built in 1994. As of December 1, 2004, this property was
100% occupied, with a total 194,892 square feet leased to eight tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Famous Footwear                   8,000          03/07         97,600         12.20
Best Buy                         39,482          08/08        448,121         11.35
Comp USA                         25,000          02/09        317,750         12.71
Cost Plus World Market           18,900          02/09        288,225         15.25
Staples                          17,000          02/09        225,803         13.28
Borders Books & Music            30,000          03/09        668,226         22.27
Oak Showcase                     25,010          04/09        250,100         10.00
Marshalls                        31,500          01/10        362,250         11.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PHENIX CROSSING, PHENIX CITY, ALABAMA

     We anticipate purchasing a newly constructed shopping center known as
Phenix Crossing, containing 56,563 of gross leasable square feet. The center is
located at 5408 Summerville Highway in Phenix City, Alabama.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $10,065,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $178 per square foot of leasable space.

                                       265


     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Publix                                 38,997           69            11.95         06/04       06/24


     For federal income tax purposes, the depreciable basis in this property
will be approximately $7,549,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Phenix Crossing was newly constructed in 2004. As of December 1, 2004, this
property was 95% occupied, with a total of 53,817 square feet leased to nine
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Package Store                     1,400          11/07         20,384         14.56
Ace Cleaners                      1,400          06/09         22,400         16.00
Nail Salon & Day Spa              1,400          07/09         22,400         16.00
China Panda                       1,400          07/09         22,400         16.00
Movie Gallery                     4,200          08/09         56,700         13.50
Headstart Hair                    2,220          08/09         35,520         16.00
Zeb's Seafood & Chicken           1,400          08/09         23,310         16.65
Blimpie                           1,400          09/09         22,400         16.00
Publix                           38,997          06/24        466,014         11.95


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

METRO TOWN CENTER, PHOENIX, ARIZONA

     We anticipate purchasing an existing shopping center known as Metro Town
Center, containing 147,056 of gross leasable square feet. The center is located
at 2821 West Peoria in Phoenix, Arizona.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $31,266,000. This
amount may increase by additional costs which have

                                       266


not yet been finally determined. We expect any additional costs to be
insignificant. Our acquisition cost is expected to be approximately $213 per
square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

         Two tenants, Ross Dress for Less and PETsMART, each lease more than 10%
of the total gross leasable area of the property. The leases with these tenants
require the tenants to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Ross Dress for Less                    30,187           21            11.50          04/04      01/15

PETsMART                               22,500           15            10.91          01/03      01/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $23,450,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Metro Town Center was built during 1988 through 1990 and renovated in 2003
and 2004. This property is currently leasing up the remaining vacancies and
certain tenants have executed leases for retail space within the shopping
center. As of December 1, 2004, this property was 78% occupied, with a total
115,017 square feet leased to 19 tenants. The following table sets forth certain
information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Metro Mattress                    2,400          02/08         72,000         30.00
Subway                            1,400          02/08         43,260         30.90
Cold Stone Creamery               1,200          02/08         35,844         29.87
Nextel Communications             1,200          03/08         38,400         32.00
Supercuts                         1,200          04/08         33,600         28.00
Blockbuster Video                 6,896          12/08        104,681         15.18
Tina Nails                        1,710          03/09         47,779         27.94
Robeks                              960          04/09         28,800         30.00
The UPS Store                     1,600          08/09         44,800         28.00
Samurai Sams                      1,600          02/10         52,800         33.00
Naturally Women                  13,464          03/10        204,518         15.19
Chipotle Mexican Grill            2,800          12/12         89,600         32.00
Starbucks                         1,500          03/13         47,100         31.40


                                       267




                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Big 5 Sporting Goods             10,000          01/14        120,000         12.00
Vitamin Shoppe                    5,000          09/14        170,000         34.00
Ross Dress for Less              30,187          01/15        347,151         11.50
PETsMART                         22,500          01/18        245,375         10.91
Mimi's Cafe                       7,000          12/18         70,000         10.00
Wendy's                           2,400          07/19         74,500         31.04


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

SHOPPES AT LAKE ANDREW, VIERA, FLORIDA

     We anticipate purchasing an existing shopping center known as Shoppes at
Lake Andrew, containing 144,772 of gross leasable square feet. The center is
located at Wickham and I-95 in Viera, Florida.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $28,300,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $195 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Ross Dress for Less, Linens 'N Things and Rag Shop, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Ross Dress for Less                    30,187           21             9.50         02/04       01/16

Linens 'N Things                       28,240           20            12.50         02/04       01/15

Rag Shop                               19,976           14            11.00         11/03       11/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $21,225,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line

                                       268


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     Shoppes at Lake Andrew was built in 2003. As of December 1, 2004, this
property was 100% occupied, with a total of 144,772 square feet leased to 18
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
EB Games                          1,800          08/08         43,200         24.00
Hair Cuttery                      1,200          08/08         32,400         27.00
Asian Wok                         1,200          09/08         32,400         27.00
Mattress Barn                     4,520          10/08         83,620         18.50
The Blind Spot                    1,200          01/09         31,200         26.00
Gulf Atlantic Hearing Aid           900          01/09         29,700         33.00
Subway                            1,200          02/09         31,200         26.00
Dress Barn                        4,312          06/09         74,536         18.50
Your House Interiors              9,748          07/09        151,094         15.50
Payless Shoesource                2,700          06/13         59,400         22.00
Cellular Express                  1,200          08/13         33,372         27.81
Professional Nail                 1,200          08/13         31,200         26.00
Petco                            13,767          09/13        213,388         15.50
Shoe Carnival                    10,800          10/13        135,000         12.50
Rag Shop                         19,976          11/13        219,736         11.00
Pier 1 Imports                   10,622          02/14        191,196         18.00
Linens 'N Things                 28,240          01/15        353,000         12.50
Ross Dress for Less              30,187          01/16        286,776          9.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

GREEN'S CORNER, CUMMING, GEORGIA

     We anticipate purchasing an existing shopping center known as Green's
Corner, containing 82,792 of gross leasable square feet (which includes a ground
lease space). The center is located at Georgia Highway 20 and Bethelview Road in
Cumming, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $12,768,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $154 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       269


     One tenant, Kroger, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Kroger                                 63,296          76             8.49          01/98       01/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,576,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Green's Corner was built in 1997. As of December 1, 2004, this property was
100% occupied, with a total 82,792 square feet leased to 11 tenants and one
tenant subject to a ground lease. The following table sets forth certain
information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Designer Cleaners                 1,800          08/07         39,600         22.00
Blockbuster Video                 6,000          09/07         99,000         16.50
The UPS Store                     1,320          09/07         22,730         17.22
Subway                            1,400          10/07         24,528         17.52
Great Clips                       1,253          11/07         21,576         17.22
KB's BBQ & Rib Company            1,200          03/08         20,400         17.00
Golden Palace                     2,793          04/08         48,905         17.51
Allstate Insurance                  930          08/08         16,284         17.51
Cumming Nails & Tan               1,600          09/08         28,016         17.51
Bucks Pizza                       1,200          01/09         19,800         16.50
McDonalds (Ground Lease)              *          01/17         49,280           N/A
Kroger                           63,296          01/18        537,225          8.49


*  To be determined

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

NEWTON CROSSROADS, COVINGTON, GEORGIA

     We anticipate purchasing an existing shopping center known as Newton
Crossroads, containing 78,896 of gross leasable square feet. The center is
located at Georgia Highway 20 and Brown Bridge Road in Covington, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $10,087,000. This
amount may increase by additional costs which have

                                       270


not yet been finally determined. We expect any additional costs to be
insignificant. Our acquisition cost is expected to be approximately $128 per
square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kroger, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Kroger                                 63,296           80            7.36          01/98       01/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $7,565,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Newton Crossroads was built in 1997. As of December 1, 2004, this property
was 100% occupied, with a total 78,896 square feet leased to 11 tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
H & R Block                       1,200          04/05         19,464         16.22
Washington Mutual Bank            3,000          04/07         51,300         17.10
Great Clips                       1,200          06/07         20,664         17.22
GNC                               1,200          07/07         19,476         16.23
Subway                            1,200          07/07         22,140         18.45
Daily Nails                       1,200          08/07         21,648         18.04
Family Dentistry                  1,800          10/07         32,724         18.18
Peking Chinese Restaurant         1,200          10/07         19,476         16.23
Just New Releases                 1,800          04/08         30,096         16.72
Best Cleaners                     1,800          07/12         42,012         23.34
Kroger                           63,296          01/18        465,700          7.36


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       271


STILESBORO OAKS, ACWORTH, GEORGIA

     We anticipate purchasing an existing shopping center known as Stilesboro
Oaks, containing 80,772 of gross leasable square feet. The center is located at
State Highway 176 and Stilesboro Road in Acworth, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $12,640,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $156 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Kroger, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Kroger                                 54,872           68            8.41          06/97       06/22


     For federal income tax purposes, the depreciable basis in this property
will be approximately $9,480,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Stilesboro Oaks was built in 1996. As of December 1, 2004, this property
was 100% occupied, with a total 80,772 square feet leased to 13 tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Nail Lite                        1,050           03/06        22,438          21.37
Blockbuster Video                6,300           04/06        96,957          15.39
Mr. Wonton Chinese Takeout       1,050           05/06        19,509          18.58
The UPS Store                    1,400           05/06        24,094          17.21
Vintage Bottle Shop              3,500           07/06        63,000          18.00
Gondolier Pizza                  1,400           08/06        24,878          17.77
Great Clips                      1,050           09/06        20,653          19.67
GNC                              1,400           04/07        24,094          17.21
Solar Dimension Tanning          1,750           04/07        29,890          17.08
Dickson's Tae Kwon Do Plus       2,800           05/07        42,000          15.00
Clothing Care Cleaners           2,450           05/09        69,727          28.46


                                       272




                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Subway                            1,750          08/09         28,875         16.50
Kroger                           54,872          06/22        461,606          8.41


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HOLLIDAY TOWNE CENTER, DUNCANSVILLE, PENNSYLVANIA

     We anticipate purchasing an existing shopping center known as Holliday
Towne Center, containing 83,122 of gross leasable square feet. The center is
located at 1264 Old Route 22 in Duncansville, Pennsylvania.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $14,727,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $177 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Martins Food, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Martins                                54,322           65            15.55         11/03       10/23


     For federal income tax purposes, the depreciable basis in this property
will be approximately $11,045,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Holliday Towne Center was built in 2003. As of December 1, 2004, this
property was 80% occupied, with a total of 66,722 square feet leased to seven
tenants and 3,600 square feet leased to one tenant who has not yet occupied
their space. The following table sets forth certain information with respect to
those leases:

                                       273




                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
FlexCheck                         1,200          12/07         16,800         14.00
H&R Block                         1,200          04/08         15,600         13.00
Movie Gallery                     4,000          11/08         52,000         13.00
Holiday Hair                      1,200          11/08         25,200         21.00
Fox's Pizza Den                   1,600          11/09         22,400         14.00
Isabella's Hallmark *             3,600          12/09         43,200         12.00
STS Tanning                       3,200          01/11         38,656         12.08
Martins                          54,322          10/23        844,707         15.55


* Lease term has not yet commenced, however, the expiration date may change
based upon the tenant's actual occupancy date.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

CROSS CREEK SHOPPING CENTER, MEMPHIS, TENNESSEE

     We anticipate purchasing an existing shopping center known as Cross Creek
Shopping Center, containing 363,333 of gross leasable square feet. The center is
located at 3593 Riverdale Road in Memphis, Tennessee.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $56,300,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $155 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Home Depot, Kroger, Rhodes Furniture and Babies "R" Us, each
lease more than 10% of the total gross leasable area of the property. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Home Depot                             102,661          28            10.84         09/96       01/17

Kroger                                 63,941           18             8.92         10/96       09/16


                                       274




                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Rohdes Furniture                       48,925           13            10.00         12/96       12/11

Babies "R" Us                          42,296           12             8.80         09/96       09/06


     For federal income tax purposes, the depreciable basis in this property
will be approximately $42,225.000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Cross Creek Shopping Center was built in 1995. As of December 1, 2004, this
property was 100% occupied, with a total 363,333 square feet leased to 19
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
BA Framer                        2,011           05/05         34,187         17.00
Gould's Styling Salon            1,609           05/05         29,767         18.50
Le Nail Studio                   1,206           09/05         22,308         18.50
Babies "R" Us                   42,296           09/06        372,205          8.80
Old Navy                        14,000           11/06        245,000         17.50
Bed, Bath & Beyond              35,000           01/07        367,500         10.50
Hallmark                         3,975           02/07         59,625         15.00
Besigner's Fine Cleaners         1,206           03/07         21,708         18.00
Household Finance                2,183           02/08         41,472         19.00
GNC                              1,450           07/08         29,767         20.53
Sprint PCS                       3,000           11/08         64,560         21.52
Lenny's Sub Shop                 2,183           09/09         39,300         18.00
Eye Masters                      3,500           05/10        110,700         31.63
Rhodes Furniture                48,925           12/11        489,250         10.00
Comp USA                        23,000           03/12        256,910         11.17
Hollywood Video                  8,000           03/12        158,400         19.80
Kroger                          63,941           09/16        570,132          8.92
Home Depot                     102,661           01/17      1,113,162         10.84
Fazoli's Italian Restaurant      3,187           04/18         63,252         19.85


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       275


23RD STREET PLAZA, PANAMA CITY, FLORIDA

     We anticipate purchasing an existing shopping center known as 23rd Street
Plaza, containing 53,367 of gross leasable square feet. The center is located at
23rd Street and State Road 77 in Panama City, Florida.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $7,257,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $136 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Bed, Bath & Beyond and Ross Dress for Less, each lease more
than 10% of the total gross leasable area of the property. The leases with these
tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Bed, Bath & Beyond                     20,570           39            10.50         02/03       01/13

Ross Dress for Less                    30,122           56             9.75         04/03       03/13


     For federal income tax purposes, the depreciable basis in this property
will be approximately $5,443,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     23rd Street Plaza was built in 2003. As of December 1, 2004, this property
was 95% occupied, with a total of 50,692 square feet leased to two tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Bed, Bath & Beyond               20,570          01/13        215,985         10.50
Ross Dress for Less              30,122          03/13        293,690          9.75


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

                                       276


A TEXAS PROPERTY, TARRANT COUNTY, TEXAS

     We anticipate investing into an existing retail and office property which
we have designated as A Texas Property, containing over 417,700 of gross
leasable square feet. The retail and office property is located in Tarrant
County, Texas.

     We anticipate investing into this property with an unaffiliated third
party. Our total investment cost is expected to be approximately $120,000,000.
This amount may increase by additional costs which have not been finally
determined. We expect any additional costs to be insignificant. Our investment
cost is expected to be approximately $287 per square foot of leasable space.

     We anticipate investing into this retail and office property with our own
funds. However, we expect to place financing on this portion of the property at
a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     There are no tenants that lease more than 10% of the total gross leasable
area of the property.

     The retail and office property we are anticipating investing into was built
between 1998 and 2004. The tenants' leasable square feet of the retail and
office property we are anticipating investing into range between 105 and 23,796
square feet, with lease terms ranging from three years to 12 years, and base
rent ranging from $7.50 to $36.00 per square feet per annum.

     For federal income tax purposes, the depreciable basis in this investment
into the retail and office property we are anticipating investing into will be
approximately $90,000,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

HENRY TOWN CENTER, MCDONOUGH, GEORGIA

     We anticipate purchasing 444,296 of gross leasable square feet (which
includes 63,354 square feet of ground lease space) of a 722,244 square foot
shopping center known as Henry Town Center. The center is located at I-75 and
Jonesboro Road in McDonough, Georgia.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $62,000,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $140 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       277


     Two tenants, BJ's Wholesale Club and Belk, each lease more than 10% of the
total gross leasable area of the property. The leases with these tenants require
the tenants to pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate     % of Total     Per Square
                                    GLA Leased       Phase I        Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
BJ's Wholesale Club                   115,396           26            9.00          05/02       05/22

Belk (Ground Lease)                    58,267           13             N/A          06/02       07/22


     For federal income tax purposes, the depreciable basis in this property
will be approximately $46,500,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     The portion of Henry Town Center which we anticipate purchasing was built
in 2002. As of November 1, 2004, the property was 100% leased to 42 tenants and
two ground lease tenants. The following table sets forth certain information
with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Friedman's Jewelers               2,386          07/05         42,948         18.00
Cellular Depot                    1,155          07/05         24,925         21.58
Water Sports South                1,200          01/06         21,600         18.00
H & R Block                       1,986          05/07         34,755         17.50
Famous Footwear                  10,000          07/07        145,000         14.50
Sally Beauty Supply               1,400          07/07         27,300         19.50
GNC                               1,200          07/07         24,000         20.00
Oreck Home Care                   1,600          07/07         27,200         17.00
Hibbett Sporting Goods            5,000          08/07         75,000         15.00
Fantastic Sam's                   1,600          08/07         30,400         19.00
Motherhood Maternity              1,600          08/07         38,000         23.75
Dollar Exclusive                  3,200          09/07         54,400         17.00
Dessert Factory                   1,200          09/07         21,600         18.00
Nails & Tan                       1,200          09/07         20,400         17.00
EB Games                          1,600          09/07         28,800         18.00
Subway Real Estate                1,600          10/07         32,960         20.60
Hong Kong Cafe                    1,400          10/07         23,800         17.00
Orthodontic Centers               3,235          11/07         58,230         18.00
Dress Barn                        7,200          12/07         86,400         12.00
The School Box                    4,800          12/07         72,000         15.00
Planet Beach Real Estate          1,200          12/07         22,200         18.50
Scrap Happy                       3,000          12/07         51,000         17.00
Mattress King                     4,685          12/07         81,987         17.50
Liberty Mutual Insurance          1,400          01/08         24,500         17.50
RadioShack                        2,786          02/08         44,576         16.00


                                       278




                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Gloria's Hallmark                 4,500          02/08         72,000         16.00
Lane Bryant                       4,800          03/08         79,200         16.50
Gecko Grill                       1,600          03/08         27,200         17.00
Serenity Spa & Salon              2,400          04/08         40,800         17.00
Michael's                        23,754          02/12        237,540         10.00
Marshalls                        30,000          05/12        226,500          7.55
Longhorn (Ground Lease)           5,087          06/12         81,500           N/A
Payless Shoesource                2,800          06/12         54,404         19.43
Pier 1 Imports                   10,000          08/12        155,000         15.50
Staples                          24,229          08/12        230,175          9.50
Woody's Bar B Que                 5,080          08/12         87,478         17.22
Cici's Pizza                      4,200          09/12         67,200         16.00
Ross Dress for Less              30,187          01/13        324,510         10.75
Bath & Body Works                 3,000          01/13         59,700         19.90
Books-A-Million                  12,510          01/13        125,100         10.00
Bed, Bath & Beyond               19,978          01/13        214,764         10.75
PETsMART                         18,875          08/17        202,906         10.75
BJ's Wholesale Club             115,396          05/22      1,038,564          9.00
Belk (Ground Lease)              58,267          07/22        203,934           N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

THE VILLAGE AT QUAIL SPRINGS, OKLAHOMA CITY, OKLAHOMA

     We anticipate purchasing a freestanding retail building located at The
Village at Quail Springs Shopping Center, containing 100,671 of gross leasable
square feet. The center is located at 2201 West Memorial Road in Oklahoma City,
Oklahoma.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $10,450,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $104 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Best Buy and Gordmans, lease 100% of the total gross leasable
area of the property. The leases with these tenants require the tenants to pay
base annual rent on a monthly basis as follows:

                                       279




                                                                    Base Rent
                         Approximate                                Per Square
                          GLA Leased     % of Total     Renewal      Foot Per          Lease Term
Lessee                    (Sq. Ft.)          GLA        Options     Annum ($)      Beginning      To
---------------------------------------------------------------------------------------------------------
                                                                               
Best Buy                    45,545           45         3/5 yr.        5.75          11/04       01/15

Gordmans                    55,126           55         4/5 yr.        9.10          10/03       01/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $7,838,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

McALLEN SHOPPING CENTER, McALLEN, TEXAS

     We anticipate purchasing a newly constructed shopping center known as
McAllen Shopping Center, containing 17,625 of gross leasable square feet. The
center is located at 10th Street and Trenton Road in McAllen, Texas.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $4,150,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $235 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Four tenants, Payless Shoesource, RadioShack, Hollywood Video, and Dr.
Fiona Kolia, Optometrist, each lease more than 10% of the total gross leasable
area of the property. The leases with these tenants require the tenants to pay
base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)          GLA         Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Payless Shoesource                     2,800            16            18.25         08/03       07/08

RadioShack                             2,500            14            19.00         11/04       03/09

Hollywood Video                        6,282            36            18.50         11/03       10/13

Dr. Fiona Kolia, Optometrist           1,736            10            19.50         11/03       01/08


     For federal income tax purposes, the depreciable basis in this property
will be approximately $3,113,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line

                                       280


method. We depreciate buildings and improvements based upon estimated useful
lives of 40 and 20 years, respectively.

     McAllen Shopping Center was built during 2004. As of November 1, 2004, this
property was 100% occupied, with a total 17,625 square feet leased to seven
tenants. The following table sets forth certain information with respect to
those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                  
Dr. Fiona Kolia, Optometrist     1,736           01/08         33,860         19.50
Classic Cleaners                 1,400           07/08         26,600         19.00
Payless Shoesource               2,800           07/08         51,100         18.25
RadioShack                       2,500           03/09         47,500         19.00
Sally Beauty Supply              1,500           04/09         33,750         22.50
Just a Cut                       1,407           01/13         25,326         18.00
Hollywood Video                  6,282           10/13        116,217         18.50


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

ADVANCE AUTO PARTS PORTFOLIO

     We anticipate purchasing the following three separate newly constructed
triple-net leased retail properties built in 2004 known as Advance Auto Parts,
containing a total of 21,000 gross leasable square feet.



Location                                         Square Feet               Lease Term           Purchase Price ($)
----------------------------------------------------------------------------------------------------------------------
                                                                                            
8603 Culebra                                         7,000                 07/04-06/19               1,483,675
San Antonio, Texas

465 E. Central Texas Expressway                      7,000                 08/04-07/19               1,547,609
Harker Heights, Texas

3915 E. Stan Schlueter                               7,000                 08/04-07/19               1,433,113
Killeen, Texas
                                           -------------------------                          ------------------------

Total                                               21,000                                           4,464,397


     We anticipate purchasing these Advance Auto Parts stores from an
unaffiliated third party. Our total acquisition cost, including expenses, is
expected to be approximately $4,464,397. This amount may increase by additional
costs which have not yet been finally determined. We expect any additional costs
to be insignificant. Our acquisition cost will be approximately $213 per square
foot of leasable space.

     We anticipate purchasing these properties with our own funds. However, we
expect to place financing on the properties at a later date.

                                       281


     In evaluating these properties as potential acquisitions and determining
the appropriate amount of consideration to be paid for the properties, we
considered a variety of factors including location, demographics, quality of
tenant, length of lease, price per square foot, occupancy and the fact that
overall rental rate at the property is comparable to market rates. We believe
that each of these properties is well located, has acceptable roadway access and
is well maintained. These properties will be subject to competition from similar
properties within their market area, and economic performance could be affected
by changes in local economic conditions. We did not consider any other factors
materially relevant to the decision to acquire these properties.

     One tenant, Advance Auto Parts, will lease 100% of the total gross leasable
area of each property. The leas with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                           % of Total                Base Rent
                            Approximate      GLA of      Current     Per Square
Lessee/                     GLA Leased       each         Annual      Foot Per          Lease Term
Location                     (Sq. Ft.)     Property*     Rent ($)    Annum ($)     Beginning      To
--------------------------------------------------------------------------------------------------------
                                                                               
8603 Culebra Road              7,000           100        110,505       15.79        07/04       06/19
San Antonio, Texas

465 E. Central Texas
 Expressway                    7,000           100        115,290       16.47        08/04       07/19
Harker Heights,
 Texas

3915 E. Stan
 Schlueter                     7,000           100        106,750       15.25        08/04       07/19
Killeen, Texas


     For federal income tax purposes, the depreciable basis in these properties
will be approximately $3,349,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

THUNDERBIRD CROSSING, PEORIA, ARIZONA

     We anticipate purchasing 55,646 of gross leasable square foot portion of a
79,774 square feet existing shopping center known as Thunderbird Crossing. The
center is located at 8375 West Thunderbird Road in Peoria, Arizona.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $8,500,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $153 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

                                       282


     Thunderbird Crossing was built in 2003 and 2004. Two tenants, Sprouts
Farmers Market and 99 Cents Only, each lease more than 10% of the total gross
leasable area of the property. The leases with these tenants require the tenants
to pay base annual rent on a monthly basis as follows:



                                                                     Base Rent
                            Approximate       % of       Current     Per Square
                            GLA Leased       Total        Annual      Foot Per         Lease Term
Lessee                       (Sq. Ft.)        GLA          Rent      Annum ($)     Beginning      To
--------------------------------------------------------------------------------------------------------
                                                                               
Sprouts Farmers
 Market                       30,146          54         417,522       13.85         05/04       05/19

99 Cents Only                 25,500          46         204,400        8.02         04/04       04/14


     For federal income tax purposes, the depreciable basis in this property
will be approximately $6,375,000. When we calculate depreciation expense for tax
purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

POINCIANA PLACE, KISSIMMEE, FLORIDA

     We anticipate purchasing an existing shopping center known as Poinciana
Place, containing 107,139 of gross leasable square feet. The center is located
at Highway 192 and SR 535 in Kissimmee, Florida.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $14,850,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $139 per square foot of leasable space.

     We anticipate purchasing this property with our own funds. However, we
expect to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Publix, leases more than 10% of the total gross leasable area
of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Publix                                 56,000          52             7.25          06/88       06/08


                                       283


     For federal income tax purposes, the depreciable basis in this property
will be approximately $11,138,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Poinciana Place was built in 1988 and redeveloped in 2004. As of October 1,
2004, this property was 100% occupied, with a total 107,139 square feet leased
to 18 tenants. The following table sets forth certain information with respect
to those leases:



                                          Approximate                    Current      Base Rent Per
                                          GLA Leased                      Annual       Square Foot
Lessee                                     (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------------
                                                                              
H.W. Lockner, Inc.                            3,297          04/07         45,004         13.65
Publix                                       56,000          06/08        406,000          7.25
Coast Dental Services, Inc.                   3,226          08/08         82,932         25.54
Blockbuster Video                             5,000          06/09         90,000         18.00
Alber Investments                             2,160          06/09         38,880         18.00
Elite Vacations, Inc.                         2,972          07/09         65,384         22.00
Nailstyle Salon & Spa                         1,427          07/09         28,540         20.00
Rita Rector                                     643          08/09          5,466          8.50
Vista Investments Enterprise, Inc.            4,755          08/09         66,570         14.00
Timescape Resorts, LLC                        7,251          08/09         50,757          7.00
Pizzeria Mashka, Inc.                         1,609          09/09         38,616         24.00
Faz Corporation                               1,542          09/09         30,840         20.00
Sunstate Gifts, Inc.                          1,532          09/09         30,640         20.00
Gemstone Properties, LLC                      1,432          09/09         27,280         19.00
Phu Lock of Kissimmee, Inc.                   1,096          09/09         21,920         20.00
Cave Run Eagles, LLC                          3,324          09/09         59,832         18.00
Oriental Pearl                                2,791          07/14         55,820         20.00
Smokey Bones                                  7,082          08/14        120,000         16.94


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

FAIRGROUNDS PLAZA, MIDDLETOWN, NEW YORK

     We anticipate purchasing a redeveloped shopping center which will be known
as Fairgrounds Plaza, containing 98,021 of gross leasable square feet. The
center is located at 330 Route 211 East in Middletown, New York.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $27,448,000. These
amounts may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $280 per square foot of leasable space.

     We intend to purchase this property with our own funds. We are assuming the
existing debt in the amount of $16,032,000. The loan requires monthly principal
and interest payments at an annual fixed rate of 5.69% and matures in February
2013.

                                       284


     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Super Stop & Shop, leases more than 10% of the total gross
leasable area of the property. The lease with this tenant requires the tenant to
pay base annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Super Stop & Shop                      59,970          61             28.51         01/03       01/28


     For federal income tax purposes, the depreciable basis in this property
will be approximately $20,586,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Fairgrounds Plaza commenced redevelopment construction during 2002 that
will be completed in stages by 2005. This property has been in a leasing up
phase and seven tenants have executed leases for retail within the shopping
center whose leases have not yet commenced. As of October 1, 2004, the property
was 68% leased with a total 66,254 square feet leased to three tenants. The
following table sets forth certain information with respect to those leases:



                              Approximate                    Current      Base Rent Per
                              GLA Leased                      Annual       Square Foot
Lessee                         (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                
First Union Bank                  2,284          09/08         38,828       17.00
Majestic Carpet                   4,000          12/14         54,000       13.50
Super Stop & Shop                59,970          01/28      1,710,000       28.51


* Lease term information is based on the estimated date the tenant begins
occupancy and is not currently available.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

CORAM PLAZA, CORAM, NEW YORK

     We anticipate purchasing a portion of a shopping center, under
construction, known as Coram Plaza. This transaction is comprised of 144,301 of
gross leasable square feet. The center is located on 264 Middle County Road in
Coram, New York.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $38,500,000. This
amount may increase by additional costs which have

                                       285


not yet been finally determined. We expect any additional costs to be
insignificant. Our acquisition cost is expected to be approximately $267 per
square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     One tenant, Stop & Shop, leases more than 10% of the total gross leasable
area of the property. The lease with this tenant requires the tenant to pay base
annual rent on a monthly basis as follows:



                                                                    Base Rent
                                    Approximate                    Per Square
                                    GLA Leased      % of Total      Foot Per          Lease Term
Lessee                               (Sq. Ft.)         GLA          Annum ($)     Beginning      To
-------------------------------------------------------------------------------------------------------
                                                                                 
Stop & Shop                            66,194          46            23.91          11/03       10/29


     For federal income tax purposes, the depreciable basis in this property
will be approximately $28,875,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Coram Plaza was built in the 1950's with a complete renovation and
expansion during 2004. As of October 1, 2004, this property was 89% occupied,
with a total 128,419 square feet leased to 20 tenants of which three tenants'
leases are anticipated to commence on December 1, 2004. The following table sets
forth certain information with respect to those leases:



                                    Approximate                    Current      Base Rent Per
                                    GLA Leased                      Annual       Square Foot
Lessee                               (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------
                                                                        
Longwood Sports Association            4,000           03/05         68,080         16.75
Plaza Deli                             1,440           04/05         27,404         17.68
Family Dollar                          8,000           12/05         80,000          8.85
Aqua Hut *                             3,300           11/06         50,496         15.30
RFK Furniture & Mattress               7,500           08/07         98,750         13.17
G&M Family Card                        2,000           08/07         34,833         17.42
Subway                                 1,320           08/07         23,718         17.97
Blockbuster Video                      3,017           09/07         45,255         15.00
Bridgestone/Firestone                  7,398           02/08         24,000          3.51
Middle County Cleaners                 1,080           11/09         30,000         27.78
Bella Rama                             3,260           08/10         60,679         18.61
Joyce Leslie                           8,000           08/10        128,000         16.00
Tan City                               1,080           11/10         20,780         19.24
Joann Michael Org Beauty Supply        1,510           03/12         30,962         20.51
Path Liquors                           2,500           05/12         61,276         24.51
KYCR Hair & Nails *                    1,350           11/12         23,362         17.31


                                       286




                                    Approximate                    Current      Base Rent Per
                                    GLA Leased                      Annual       Square Foot
Lessee                               (Sq. Ft.)      Lease Ends     Rent ($)     Per Annum ($)
-----------------------------------------------------------------------------------------------
                                                                        
Dunkin Donuts                           1,500          08/13         42,000         28.00
Homes 4-Sale Realty                     2,800          11/14         60,000         21.43
Ming Chang Cheung                       1,170          12/18         30,420         26.00
Stop & Shop                            66,194          10/29      1,583,000         23.91


* Rent commencement for these tenants is December 1, 2004.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

MAGNOLIA SQUARE, HOUMA, LOUISIANA

     We anticipate purchasing a shopping center being built and which will be
known as Magnolia Square, containing 115,746 of gross leasable square feet. The
center is located at Martin Luther King Boulevard in Houma, Louisiana.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $18,552,000. These
amounts may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $160 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Circuit City, Ross Stores and PETsMART, will lease more than
10% of the total gross leasable area of the property. The lease term will be
determined in accordance with the tenant's commencement date. The lease with
this tenant requires the tenant to pay base annual rent on a monthly basis as
follows:



                                                                            Base Rent
                                            Approximate                    Per Square
                                            GLA Leased      % of Total      Foot Per
Lessee *                                     (Sq. Ft.)         GLA          Annum ($)
---------------------------------------------------------------------------------------
                                                                    
Circuit City                                   20,000          17            13.85

Ross Stores                                    30,186          26             9.25

PETsMART                                       20,030          17            12.50


* Lease term information is based on the date the tenant begins occupancy and is
not currently available.

                                       287


     For federal income tax purposes, the depreciable basis in this property
will be approximately $13,914,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Magnolia Square is being constructed during 2004. The property is currently
leasing up the remaining vacancies and certain tenants have executed lease for
retail space within the shopping center. As of August 1, 2004, the property was
90% leased to nine tenants. The following table sets forth certain information
with respect to those leases:



                                     Approximate                               Base Rent Per
                                     GLA Leased          Current Annual         Square Foot
Lessee *                              (Sq. Ft.)            Rent ($)            Per Annum ($)
------------------------------------------------------------------------------------------------
                                                                            
Circuit City                            20,000                277,000                13.85
Ross Dress for Less                     30,186                279,221                 9.25
PETsMART                                20,030                250,375                12.50
Dress Barn                               7,700                109,725                14.25
Chuck E. Cheese                          7,000                126,000                18.00
Sally Beauty Supplies                    1,600                 26,000                16.25
Dollar Tree                             10,030                 72,718                 7.25
Starbucks                                1,600                 39,600                24.75
West Marine                              6,000                113,700                18.95


* Lease term information is based on the date the tenant begins occupancy and is
not currently available.

     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

LAKEPOINTE TOWNE CROSSING, LEWISVILLE, TEXAS

     We anticipate purchasing a newly constructed shopping center known as
Lakepointe Towne Crossing, containing 193,502 of gross leasable square feet. The
center is located at 715 Hebron Parkway, in Lewisville, Texas.

     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $39,482,000. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $204 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Three tenants, Sportsman's Warehouse, Circuit City and Ross Dress for Less,
will each lease more than 10% of the total gross leasable area of the property.
The lease term has been determined in

                                       288


accordance with the tenant's projected lease commencement date. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:



                                                              Base Rent
                             Approximate       % of          Per Square
                             GLA Leased        Total          Foot Per                   Lease Term
Lessee                        (Sq. Ft.)         GLA           Annum ($)          Beginning           To
----------------------------------------------------------------------------------------------------------
                                                                                     
Sportsman's Warehouse           45,250          23                12.00            08/04            08/19

Circuit City                    33,862          18                14.00            06/04            01/19

Ross Dress for Less             30,187          16                 9.75            04/03            04/23


     For federal income tax purposes, the depreciable basis in this property
will be approximately $29,611,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Lakepointe Towne Crossing was newly constructed in 2004. As of September 1,
2004, the property is currently in a leasing up phase and certain tenants have
executed leases for retail space within the shopping center. The following table
sets forth certain information with respect to those leases:



                                     Approximate                            Current           Base Rent Per
                                     GLA Leased                             Annual             Square Foot
Lessee                                (Sq. Ft.)         Lease Ends          Rent ($)          Per Annum ($)
--------------------------------------------------------------------------------------------------------------
                                                                                       
Mattress Firm                           6,500             08/08              162,500               25.00
Hawk Electronics                        5,000             10/08              125,000               25.00
EB Games                                1,500             10/08               34,500               23.00
Carter Floors and Countertops           2,240             12/08               51,520               23.00
Great Clips                             1,200             10/09               28,800               24.00
Dr. John Launius                        2,880             11/10               63,360               22.00
Pei Wei Asian Diner                     3,300             10/13               85,800               26.00
Moe's Southwest Grill                   3,121             11/13               78,025               25.00
Circuit City                           33,862             01/19              474,068               14.00
Sportsman's Warehouse                  45,250             08/19              543,000               12.00
Ross Dress for Less                    30,187             04/23              294,323                9.75


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

PLEASANT RUN TOWNE CROSSING, CEDAR HILL, TEXAS

     We anticipate purchasing a newly constructed shopping center known as
Pleasant Run Towne Crossing, containing 225,431 of gross leasable square feet of
which 20,200 is on ground leases. The center is located at Pleasant Run and
Highway 67, in Cedar Hill, Texas.

                                       289


     We anticipate purchasing this property from an unaffiliated third party.
Our total acquisition cost is expected to be approximately $41,417,800. This
amount may increase by additional costs which have not yet been finally
determined. We expect any additional costs to be insignificant. Our acquisition
cost is expected to be approximately $176 per square foot of leasable space.

     We intend to purchase this property with our own funds. However, we expect
to place financing on the property at a later date.

     We do not intend to make significant repairs and improvements to this
property over the next few years. However, if we were to make any repairs or
improvements, the tenants would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of their respective leases.

     Two tenants, Oshman's Sporting Goods and Circuit City, will lease more than
10% of the total gross leasable area of the property. The lease term will be
determined in accordance with the tenant's lease commencement date. The leases
with these tenants require the tenants to pay base annual rent on a monthly
basis as follows:



                                                                     Base Rent
                                    Approximate       % of          Per Square
                                    GLA Leased        Total          Foot Per                   Lease Term
Lessee                               (Sq. Ft.)         GLA           Annum ($)          Beginning           To
------------------------------------------------------------------------------------------------------------------
                                                                                            
Oshman's Sporting Goods                40,954          17              10.00              05/04            04/14

Circuit City                           32,570          14              14.00              11/03            01/18


     For federal income tax purposes, the depreciable basis in this property
will be approximately $31,063,000. When we calculate depreciation expense for
tax purposes, we will use the straight-line method. We depreciate buildings and
improvements based upon estimated useful lives of 40 and 20 years, respectively.

     Pleasant Run Towne Crossing was newly constructed in 2004. As of September
1, 2004, the property is currently in a leasing up phase and certain tenants
have executed leases for retail space within the shopping center. The following
table sets forth certain information with respect to those leases:



                                              Approximate                        Current           Base Rent Per
                                              GLA Leased                          Annual            Square Foot
Lessee                                         (Sq. Ft.)       Lease Ends        Rent ($)          Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                             
The Maytag Store                                  5,225           04/09           94,050                 18.00
Justice Just for Girls                            4,500           04/09           81,000                 18.00
Sleep Experts                                     4,500           06/09           99,000                 22.00
Mattress Firm                                     6,000           08/09          132,000                 22.00
ASAP Mail                                         2,000           08/09           40,000                 20.00
Luxury Nails                                      1,200           08/09           25,200                 21.00
Brook Mays Music                                  6,250           09/09          112,500                 18.00
Michaels                                         21,390           11/13          224,595                 10.50
Bombay Company                                    4,500           11/13           81,000                 18.00
Bed, Bath & Beyond                               22,000           01/14          220,000                 10.00
Half Price Books                                 10,108           02/14          121,296                 12.00
Mothers Work                                      1,805           03/14           36,100                 20.00


                                       290




                                              Approximate                        Current           Base Rent Per
                                              GLA Leased                          Annual            Square Foot
Lessee                                         (Sq. Ft.)       Lease Ends        Rent ($)          Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                             
Zales Jewelry                                     3,000           05/14           66,000                 22.00
Vitamin Shop                                      5,000           08/14          135,000                 27.00
Panera Bread                                      4,999           10/14          119,976                 24.00
Oshman's Sporting Goods                          40,954           01/15          409,540                 10.00
Circuit City                                     32,570           01/18          455,980                 14.00
JP Morgan Chase Bank (Ground Lease)               4,700           02/24           84,999                   N/A
Saltgrass Steakhouse (Ground Lease)               8,500           05/24           84,999                   N/A
Joe's Crab Shack (Ground Lease)                   7,000           05/24           75,000                   N/A


     In general, each tenant will pay its proportionate share of real estate
taxes, insurance and common area maintenance costs, although the leases with
some tenants may provide that the tenant's liability for such expenses is
limited in some way, usually so that their liability for such expenses does not
exceed a specified amount.

     We will obtain an appraisal on this property prior to acquisition. As with
any other property we acquire, our property manager will receive a property
management fee for managing this property and our advisor will receive an
advisor asset management fee.

     As of December 8, 2004, we have over $362,597,000 in pending acquisitions
and we believe, based in part on projected sales of our common stock, that cash
on hand and future financings will provide us with sufficient cash to clse these
properties at the time of their projected closings.

TERMINATED CONTRACTS

     Our board previously approved the acquisition of Albertson's Grocery Store
in Loveland, Colorado, Mall 205 and Plaza 205, Portland Oregon, Eckerd Drug
Store at Danforth and Santa Fe in Edmond, Oklahoma and Casa Paloma (disclosed as
probable) Woodbury Village Shopping Center (disclosed as probable), Shaw's
Supermarket at Bristol, Connecticut (disclosed as probable) and Peoria Station
(disclosed as probable). Based on information received during our due diligence
process, we have decided not to acquire the properties and our affiliate has
terminated the contracts on these acquisitions.

                                       291


TENANT LEASE EXPIRATION

     The following table sets forth, as of December 7, 2004, lease expirations
for the next ten years at our properties, assuming that no renewal options are
exercised. For purposes of the table, the "total annual base rental income"
column represents annualized base rent of each tenant as of January 1 of each
year. Therefore, as each lease expires, no amount is included in this column for
any subsequent year for that lease. In view of the assumption made with regard
to total annual base rent, the percent of annual base rent represented by
expiring leases may not be reflective of the expected actual percentages.



                                                                                                            Average
                                                                                                             Base
                               Approx.      % Total of                                                      Rental
                                Gross        Portfolio                       % of Total                     Income
                              Leasable         Gross       Total Annual     Annual Base                   Per Square
                               Area of     Leasable Area    Base Rental    Rental Income                     Foot
                 Number of    Expiring      Represented      Income of      Represented     Total Annual     Under
  Year Ending      Leases    Leases (Sq.    by Expiring      Expiring       by Expiring      Base Rental   Expiring
  December 31,    Expiring      Ft.)          Leases        Leases ($)         Leases        Income ($)    Leases ($)
  --------------------------------------------------------------------------------------------------------------------
                                                                                        
  Consolidated

  2004                  36       126,699        0.8%          1,980,296         1.0%        198,886,836      15.63
  2005                  82       264,362        1.7%          5,059,399         2.6%        197,728,346      19.14
  2006                 134       603,457        3.9%          9,118,717         4.7%        193,630,395      15.11
  2007                 164       559,348        3.6%         10,030,425         5.4%        185,584,833      17.93
  2008                 248       807,416        5.2%         15,836,792         9.0%        176,706,669      19.61
  2009                 223       943,389        6.1%         15,099,395         9.3%        161,693,736      16.01
  2010                  48       450,974        2.9%          6,137,053         4.2%        146,907,152      13.61
  2011                  63       929,855        6.0%         12,816,709         9.1%        141,051,408      13.78
  2012                  83       907,832        5.8%         13,093,523        10.2%        128,639,551      14.42
  2013                 141     1,501,909        9.7%         18,865,006        16.3%        115,891,608      12.56


                                       292


TENANT CONCENTRATION

     The following table sets forth, as of December 7, 2004, our individual
tenant concentrations for the properties that we currently own.



                                                                   % OF                      % OF
                                                      GROSS       TOTAL                   ANNUALIZED
                                                     LEASABLE     GROSS      ANNUALIZED     BASE
                                            TOTAL    AREA (SQ.   LEASABLE   BASE RENTAL    RENTAL
DESCRIPTION                                 NUMBER     FT.)        AREA       INCOME       INCOME
----------------------------------------------------------------------------------------------------
                                                                              
INDIVIDUAL TENANT CONCENTRATIONS (MGMT. CRITERIA TOP 10 OF GLA AND BASE RENT)

Zurich American Insurance Company              1       895,418     5.6%       8,883,864      4.5%
Wal-Mart                                       4       707,090     4.4%       4,430,026      2.2%
GMAC                                           1       501,064     3.1%       5,164,449      2.6%
Best Buy                                      11       488,598     3.0%       7,116,746      3.6%
Ross Dress for Less                           16       469,821     2.9%       4,952,789      2.5%
Kohl's                                         5       431,317     2.7%       2,969,102      1.5%
Bed, Bath & Beyond                            13       371,445     2.3%       4,404,859      2.2%
Home Depot                                     3       335,664     2.1%       2,369,208      1.2%
Publix                                         8       335,217     2.1%       3,649,391      1.8%
Linens 'N Things                              10       317,668     2.0%       3,628,167      1.8%
Wrangler                                       1       316,800     2.0%       1,504,800      0.8%
T.J. Maxx                                     11       315,727     2.0%       2,809,953      1.4%
Michaels                                      12       285,889     1.8%       3,086,511      1.5%
Old Navy                                      12       241,301     1.5%       2,743,066      1.4%
PETsMART                                      11       239,554     1.5%       2,977,597      1.5%
Marshalls                                      7       204,684     1.3%       1,727,175      0.9%
Burlington Coat Factory                        3       198,933     1.2%       1,148,475      0.6%
Pier 1 Imports                                19       192,504     1.2%       3,477,851      1.7%
Academy Sports                                 3       182,152     1.1%       1,160,000      0.6%
Barnes & Noble                                 7       180,198     1.1%       2,930,488      1.5%
Borders Books                                  8       176,749     1.1%       2,614,835      1.3%
OfficeMax                                      7       162,542     1.0%       1,915,272      1.0%
Safeway                                        3       153,850     1.0%       1,489,742      0.7%
Giant Food                                     3       153,764     1.0%       2,051,401      1.0%
The Sports Authority                           4       151,475     0.9%       1,654,970      0.8%
Oshman's Sporting Goods                        3       147,630     0.9%       1,597,265      0.8%
Target                                         1       147,582     0.9%         640,000      0.3%
Cost Plus World Market                         8       146,904     0.9%       2,061,328      1.0%
Sam's Club                                     1       142,491     0.9%       1,142,063      0.6%
Dick's Sporting Goods                          3       140,000     0.9%       1,057,500      0.5%
Office Depot                                   7       135,538     0.8%       1,782,105      0.9%


                                       293




                                                                   % OF                      % OF
                                                      GROSS       TOTAL                   ANNUALIZED
                                                     LEASABLE     GROSS      ANNUALIZED     BASE
                                            TOTAL    AREA (SQ.   LEASABLE   BASE RENTAL    RENTAL
DESCRIPTION                                 NUMBER     FT.)        AREA       INCOME       INCOME
----------------------------------------------------------------------------------------------------
                                                                              
INDIVIDUAL TENANT CONCENTRATIONS (MGMT. CRITERIA TOP 10 OF GLA AND BASE RENT)

Circuit City                                   4       132,402     0.8%       1,666,416      0.8%
Toys "R" Us                                    3       124,000     0.8%         557,500      0.3%
Gottschalk's                                   1       119,256     0.7%         400,000      0.2%
BJ's Wholesale                                 1       115,396     0.7%       1,009,715      0.5%
Staples                                        5       113,020     0.7%       1,485,980      0.7%
Public Safety Service                          1       107,705     0.7%       1,292,400      0.6%
Gart Sports                                    2       100,561     0.6%         913,494      0.5%
King Soopers                                   1        97,857     0.6%         715,100      0.4%
National Wholesale Liquidators                 1        91,314     0.6%         365,256      0.2%
G.I. Joe's                                     2        89,375     0.6%       1,072,500      0.5%
DSW Shoe Warehouse                             3        72,000     0.4%       1,005,250      0.5%
Super Stop & Shop                              1        68,073     0.4%       1,769,898      0.9%
Dominick's                                     1        65,844     0.4%         804,000      0.4%
Shaw's Supermarkets                            1        65,658     0.4%       1,083,357      0.5%
CVS Pharmacy                                   5        59,978     0.4%       1,554,106      0.8%
Kroger                                         1        59,670     0.4%         491,681      0.2%
Shopper's Food Warehouse                       1        58,217     0.4%         844,146      0.4%
Ralph's Grocery Store                          1        58,000     0.4%         350,004      0.2%
Harris Teeter                                  1        57,230     0.4%         558,340      0.3%
Babies "R" Us                                  2        56,407     0.3%         287,423      0.1%
Shoe Carnival                                  5        55,000     0.3%         683,500      0.3%
Party City                                     5        54,922     0.3%         781,632      0.4%
Eckerd Drug Store                              4        54,912     0.3%       1,046,132      0.5%
PETCO                                          4        54,616     0.3%         928,279      0.5%
Lowes Magic Johnson                            1        52,500     0.3%       1,155,000      0.6%
Tom Thumb                                      1        50,000     0.3%         575,000      0.3%
Lowes Cineplex                                 1        48,229     0.3%         516,816      0.3%
Super Fresh Food Market                        1        47,827     0.3%         657,621      0.3%
Bi-Lo                                          1        46,673     0.3%         406,522      0.2%
Jo Ann Fabrics                                 1        46,000     0.3%         506,000      0.3%
Sportmart                                      1        43,660     0.3%         434,334      0.2%
LA Fitness                                     1        41,000     0.3%         697,000      0.3%
Stein Mart                                     1        34,000     0.2%         229,500      0.1%
Whole Foods                                    1        32,000     0.2%         432,000      0.2%
Bealls                                         1        29,847     0.2%         194,005      0.1%


                                       294




                                                                   % OF                      % OF
                                                       GROSS      TOTAL                   ANNUALIZED
                                                     LEASABLE     GROSS      ANNUALIZED     BASE
                                            TOTAL    AREA (SQ.   LEASABLE   BASE RENTAL    RENTAL
DESCRIPTION                                 NUMBER     FT.)        AREA       INCOME       INCOME
----------------------------------------------------------------------------------------------------
                                                                              
INDIVIDUAL TENANT CONCENTRATIONS (MGMT. CRITERIA TOP 10 OF GLA AND BASE RENT)

Copeland's Sporting Goods                      1        25,129     0.2%         379,950      0.2%
The Container Store                            1        25,000     0.2%         725,000      0.4%


PROPERTY ALLOCATION

     The following table provides a summary of the properties in our investment
portfolio by type of investment and by state at December 7, 2004.



                                                                                            % OF
                                                        GROSS   % OF TOTAL               ANNUALIZED
                                                      LEASABLE    GROSS      ANNUALIZED     BASE
                                            TOTAL     AREA (SQ.  LEASABLE   BASE RENTAL    RENTAL
        DESCRIPTION                         NUMBER      FT.)       AREA       INCOME       INCOME
----------------------------------------------------------------------------------------------------
                                                                             
PORTFOLIO ALLOCATION BY TYPE

Neighborhood and Community
Retail Shopping Center                        26      1,788,990    11.1%     26,419,622      13.3%

Single-User Property                          18      2,531,936    15.7%     22,825,422      11.5%

Retail Shopping Center                        42      9,758,625    60.5%    123,773,647      62.1%

Joint Venture                                  5      2,043,986    12.7%     26,307,650      13.2%
                                            --------------------------------------------------------

Total                                         91     16,123,537   100.0%    199,326,341     100.0%
                                            ========================================================

PORTFOLIO ALLOCATION BY STATE

California                                     5        703,727     4.4%     12,955,611       6.5%

Florida                                        5        655,514     4.1%      9,468,309       4.8%

Georgia                                        5        648,335     4.0%      7,875,955       4.0%

Maryland                                       6      2,105,803    13.1%     27,180,163      13.6%

North Carolina                                 5      1,031,714     6.4%     10,308,637       5.2%

South Carolina                                 8        943,045     5.8%     10,360,093       5.2%

Tennessee                                      4        322,488     2.0%      3,914,311       2.0%


                                       295




                                                        GROSS   % OF TOTAL                   % OF
                                                      LEASABLE    GROSS      ANNUALIZED   ANNUALIZED
                                            TOTAL     AREA (SQ.  LEASABLE   BASE RENTAL  BASE RENTAL
DESCRIPTION                                 NUMBER      FT.)       AREA       INCOME        INCOME
----------------------------------------------------------------------------------------------------
                                                                             
Texas                                         17      2,575,273    16.0%     33,596,184     16.9%

Washington                                     4      1,374,563     8.5%     14,559,999      7.3%

Other                                         32      5,763,075    35.7%     69,107,079     34.7%
                                            --------------------------------------------------------

Total                                         91     16,123,537     100%    199,326,341      100%
                                            ========================================================


                                       296


                                 CAPITALIZATION

     The following table sets forth our historical capitalization as of
September 30, 2004, our as adjusted capitalization giving effect to the issuance
of 165,649,805 shares of common stock remaining for sale in our initial public
offering and our as adjusted capitalization giving effect to the issuance of
250,000,000 shares of common stock in this offering and the application of the
estimated net proceeds therefrom as described in "Estimated Use of Proceeds." We
were originally capitalized in March 2003 through the cash contribution of
$200,000 by the business manager/advisor, for which the business manager/advisor
received 20,000 shares of common stock. Additionally, the table does not include
shares of common stock issuable upon the exercise of options which may be, but
have not been, granted under our independent director stock option plan. The
information set forth in the following table should be read in conjunction with
our historical financial statements included elsewhere in this prospectus and
the discussion set forth in "Management's Discussion and Analysis of Our
Financial Condition -- Liquidity and Capital Resources."



                                                                 SEPTEMBER 30, 2004

                                                  HISTORICAL      AS ADJUSTED (2)   AS ADJUSTED (3)
                                                -----------------------------------------------------
                                                   (Amounts in thousands, except per share data)
                                                                           
DEBT:
     Mortgages and notes payable                $     1,141,248   $     1,141,248   $     1,141,248

STOCKHOLDERS' EQUITY

Preferred stock, $.001 par value,
  10,000,000 authorized, none
  outstanding                                                 -                 -                 -

Common stock, $.001 par value,
  250,000 authorized, 146,284
  shares issued and outstanding
  historical; 250,000 shares issued
  and outstanding issued pro forma; and
  500,000 shares issued and
  outstanding pro forma as adjusted                         146               252               502

Additional paid-in-capital (1)                        1,304,817         2,244,531         4,474,469

Retained earnings deficit                               (32,177)          (32,177)          (32,177)

Accumulated other comprehensive
  income                                                    204               204               204
                                                -----------------------------------------------------
     Total stockholders' equity                 $     1,272,990   $     2,212,810   $     4,442,998
                                                -----------------------------------------------------
     Total capitalization                       $     2,414,238   $     3,354,058   $     5,584,246
                                                =====================================================


----------
(1)  Additional paid-in capital reduced by selling commissions either paid or
     estimated to be paid.
(2)  Includes the issuance of 250,000 primary shares plus 1,636 distribution
     reinvestment shares issued in connection with the initial public offering.
(3)  Includes the issuance of 250,000 primary shares plus 1,636 distribution
     reinvestment shares issued in connection with the initial public offering
     and 250,000 shares issued in connection with this offering.

                                       297


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR
                               FINANCIAL CONDITION

     The following discussion and analysis relates to the three and nine months
ended September 30, 2004. The period from March 5, 2003 (inception) to September
30, 2003 is not comparable because no properties were owned by us during that
2003 period. You should read the following discussion and analysis along with
our consolidated financial statements and the related notes included elsewhere
in this prospectus.

OVERVIEW

     We were formed to acquire and manage a diversified portfolio of real
estate, principally multi-tenant shopping centers. We operate as a real estate
investment trust or REIT for Federal and state income tax purposes. We have
initially focused on acquiring properties in the Western states. We have begun
to acquire and plan to continue acquiring properties in the Western states. We
may also acquire retail and single-tenant properties in locations throughout the
United States. We have also begun to acquire properties improved with commercial
facilities which provide goods and services as well as double or triple net
leased properties, which are either commercial or retail including properties
acquired in sale and leaseback transactions. A triple-net leased property is one
which is leased to a tenant who is responsible for the base rent and all costs
and expenses associated with their occupancy including property taxes, insurance
and repairs and maintenance. Inland Western Retail Real Estate Advisory
Services, Inc., our business manager/advisor, has been retained to manage, for a
fee, our day-to-day affairs, subject to the supervision of our board of
directors.

     Our goal is to purchase properties principally west of the Mississippi
River and evaluate potential acquisition opportunities of properties east of the
Mississippi River on a property by property basis, taking into consideration
investment objectives and available funds. As of November 5, 2004 we have
purchased 11 additional properties located in the states of Alabama, California,
Florida, Illinois, South Carolina, Tennessee and Texas.

     During the nine months ended September 30, 2004, we purchased 60
properties, of which 29 were not located in our primary geographical area of
interest. We purchased these 29 properties because we had the unique opportunity
of taking advantage of our business manager/advisor's acquisition pipeline of
properties located east of the Mississippi River, which generally continue to
have rates of return above those located in the Western United States. We expect
this trend to continue through the end of the year. Our strategy in purchasing
these properties was to deploy stockholder funds promptly and generate income
for us as early as possible, while investing in properties which met our
acquisition criteria.

     During the third quarter of 2004, the retail sector has remained relatively
stable as a result of sustained consumer spending, which has helped maintain
retail sales growth despite subsequent terrorist threats and the Iraqi war. A
modest pace of new retail construction, and the expansion strategy of some
retailers, who are renting more space to maintain market share and revenue
growth and offset declining same store sales have also contributed to the
stability.

     Retail continues to benefit from property market conditions that have
remained the healthiest of all property types. Absorption, which is the change
in the amount of retail space occupied, has remained solidly positive in the
retail sector. During the third quarter of 2004, new tenants absorbed 6.6
million square feet of retail space, the largest jump in occupied space in four
years, according to Reis, a real estate research firm. In addition, shopping
center rents posted their second-largest increase in the last 3 1/2 years and
vacancies dropped slightly to 6.9%.

                                       298


     While sustained consumer spending, spurred by low interest rates, has
helped to maintain retail sales growth, changing demographics and consumer
preferences have resulted in a fundamental shift in consumer spending patterns
and the emergence of discount retail as a dominant category. Today a majority of
general merchandise sales occur at a discount department store or a warehouse
club/supercenter. As a result of this trend, some conventional department stores
are struggling and a number of local, regional and national retailers have been
forced to voluntarily close their stores or file for bankruptcy protection. Some
bankrupt retailers have reorganized their operations and/or sold stores to
stronger operators. In some instances, bankruptcies and store closings may
create opportunities to lease space at higher rents to tenants with better sales
performance. Therefore, we do not expect store closings or bankruptcy
reorganizations to have a material impact on our consolidated financial position
or the results of our operations in the near term.

     We believe our risk exposure to potential future downturns in the economy
is mitigated because the tenants at our current and targeted properties, to a
large extent, consist or will consist of: retailers who serve primary
non-discretionary shopping needs, such as grocers and pharmacies; discount
chains that can compete effectively during an economic downturn; and national
tenants with strong credit ratings who can withstand a downturn. We believe that
the diversification of our current and targeted tenant base and our focus on
creditworthy tenants further reduces our risk exposure.

     We are subject to risks existing due to a concentration of any single
tenant within the portfolio. Currently, the largest tenant by leased area is
Wal-Mart, which has 4 leases representing approximately 707,254 square feet, or
approximately 5% of the total gross leasable area owned by us as of November 5,
2004. The annualized base rental income from these leases is approximately
$4,430,026, or approximately 2.6% of the total annualized base rental income,
based on our portfolio of properties as of November 5, 2004. The two largest
tenants in annualized base rental income are Best Buy and GMAC Insurance which
together total approximately $12,281,195 or 7.2% of the total annualized base
rental income, based on our portfolio of properties as of November 5, 2004.

     We are in the process of offering our common stock and have raised
$1,461,406,060 as of September 30, 2004. We raised on average approximately $204
million per month during the third quarter of 2004.

     As of September 30, 2004, we owned through separate limited partnership,
limited liability company, or joint venture agreements, a portfolio of 68
properties located in Arizona, Arkansas, California, Colorado, Connecticut,
Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan,
Missouri, Nevada, New Mexico, North Carolina, Oklahoma, Pennsylvania, South
Carolina, Tennessee, Texas, Utah, and Washington containing an aggregate of
approximately 12,900,000 square feet of gross leasable area. As of September 30,
2004, approximately 93% of gross leasable area in the properties was physically
leased and 96% was economically leased.

     The following is a summary of the properties we own as of September 30,
2004:



                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                
Academy Sports                    60,001          07/04           2004      $     2,920,000
  Houma, LA


                                       299




                                                                               AMOUNT OF
                                  GROSS                                        MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                     
Alison's Corner                   55,066          04/04          2003             3,850,000
  San Antonio, TX

Arvada
Connection and
Arvada
Marketplace                      358,757          04/04        1987/1990         28,510,000
  Arvada, CO

Best on the
Boulevard                        204,427          04/04        1996/1999         19,525,000
  Las Vegas, NV

Bluebonnet Parc                  135,289          04/04          2002            12,100,000
  Baton Rouge, LA

Boulevard at the
Capital Centre                   482,377          09/04          2004            71,500,000
  Largo, MD

CorWest Plaza                    115,011          01/04        1999/2003         18,150,000
  New Britain, CT

Cranberry Square                 195,566          07/04        1996/1997         10,900,000
  Cranberry
  Township, PA

Darien Towne
Centre                           223,844          12/03          1994            16,500,000
  Darien, IL

Davis Towne
Crossing                          41,295          06/04          2004             5,365,200
  North Richland
  Hills, TX

Dorman Center -
Phases I & II                    388,067      03/04 & 07/04    2003/2004         27,610,000
Spartanburg, SC

Eastwood Towne
Center                           326,981          05/04          2002            46,750,000
  Lansing, MI

Eckerd Drug Store                 13,440          06/04          2004             1,750,000
  Columbia, SC


                                       300




                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                     
Eckerd Drug Store                 13,824          06/04          2004             1,425,000
  Crossville, TN

Eckerd Drug Store                 13,824          12/03          2003             1,850,000
  Edmund, OK

Eckerd Drug Store                 13,824          06/04          2004             1,650,000
  Greer, SC

Eckerd Drug Store                 13,824          06/04          2004             1,975,000
  Kill Devil Hills,
  NC

Eckerd Drug Store                 13,824          12/03          2003             2,900,000
  Norman, OK

Forks Town
Center                            92,660          07/04          2002            10,395,000
  Easton, PA

Fullerton
Metrocenter                      253,296          06/04          1988            28,050,000
  Fullerton, CA

Gateway Plaza                    358,501          07/04          2000            18,163,000
  Southlake, TX

Gateway Village                  273,788          07/04          1996            31,458,000
  Annapolis, MD

Governor's
Marketplace                      231,915          08/04          2001            20,625,000
  Tallahassee, FL

GMAC                             501,064          09/04        1980/1990         33,000,000
  Winston-Salem,
  NC

Harris Teeter                     57,230          09/04        1977/1995                  -
  Wilmington, NC

Harvest Towne
Center                            42,213          09/04        1996/1999                  -
  Knoxville, TN


                                       301




                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                     
Heritage Towne
Crossing                          80,639          03/04          2002             8,950,000
  Euless, TX

Hickory Ridge                    380,487          01/04          1999            23,650,000
  Hickory, NC

Huebner Oaks
Center                           286,684          06/04          1998            48,000,000
  San Antonio, TX

John's Creek
Village                          191,752          06/04          2004            23,300,000
  Duluth, GA

La Plaza Del Norte               320,345          01/04        1996/1999         32,528,000
  San Antonio, TX

Lakewood Towne
Center                           578,863          06/04        1988/2003         51,260,000
  Lakewood, WA

Larkspur Landing                 173,821          01/04        1978/2001         33,630,000
  Larkspur, CA

Lincoln Park                     148,806          09/04          1998                     -
  Dallas, TX

Low Country
Village                           76,376          06/04          2004                     -
  Bluffton, SC

MacArthur
Crossing                         109,755          02/04          1996            12,700,000
  Los Colinas, TX

Manchester
Meadows                          454,172          08/04        1994/1995         31,064,550
  Town and
  Country, MO

Metro Square
Center                            61,817          01/04          1999             6,067,183
  Severn, MD


                                       302




                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                     
Mitchell Ranch
Plaza                            200,404          08/04          2003            18,700,000
  New Port Richey,
  FL

Newnan Crossing
I & II                           291,450      12/03 & 3/04     1999/2003         21,543,091
  Newnan, GA

Northgate North                  302,095          06/04          2004            26,650,000
  Seattle, WA

Northpointe Plaza                377,924          05/04        1991/1993         30,850,000
  Spokane, WA

North Ranch
Pavilions                         62,812          01/04          1992            10,157,400
  Thousand Oaks,
  CA

North Rivers
Town Center                      141,004          04/04          2004            11,050,000
  Charleston, SC

Paradise Valley
Marketplace                       92,158          04/04          2002            15,680,500
  Phoenix, AZ

Pavilion at King's
Grant                             79,109          12/03          2003             5,342,000
  Concord, NC

Peoria Crossings                 213,733          03/04          2003            20,497,400
  Peoria, AZ

Pine Ridge Plaza                 230,510          06/04        1998/2004         14,700,000
  Lawrence, KS

Plaza at Marysville              115,656          07/04          1995            11,800,000
  Marysville, WA

Plaza Santa Fe II                222,389          06/04        2000/2002         17,474,839
  Santa Fe, NM


                                       303




                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                     
Promenade at Red
Cliff                             94,364          02/04          1997            10,590,000
  St. George, UT

Reisterstown Road
Plaza                            779,397          08/04        1986/2004         49,650,000
  Baltimore, MD

Saucon Valley
Square                            80,695          09/04          1999             8,850,900
  Bethlehem, PA

Shaw's
Supermarket                       65,658          12/03          1995             6,450,000
  New Britain, CT

Shoppes of Dallas                 70,610          07/04          2004             7,178,700
  Dallas, GA

Shoppes of
Prominence Point                  78,058          06/04          2004             9,954,300
  Canton, GA

Shops at
Boardwalk                        122,413          07/04        2003/2004         20,150,000
  Kansas City, MO

Shops at Park
Place                            116,300          10/03          2001            13,127,000
  Plano, TX

Stony Creek
Market Place                     153,796          12/03          2003            14,162,000
  Noblesville, IN

The Columns                      128,600          08/04          2004                     -
  Jackson, TN

Tollgate
Marketplace                      392,587          07/04        1979/1994         39,765,000
  Belair, MD

Towson Circle                    116,366          07/04          1998            19,197,500
Towson, MD


                                       304




                                                                              AMOUNT OF
                                  GROSS                                       MORTGAGES
                              LEASABLE AREA       DATE        YEAR BUILT/     PAYABLE AT
        PROPERTY                 (SQ FT)        ACQUIRED       RENOVATED       09/30/04
        --------              -------------   -------------   -----------   ---------------
                                                                
Village Shoppes of
Simonton                          66,415          08/04          2004             7,561,700
  Lawrenceville,
  GA

Wal-Mart
Supercenter                      183,211          07/04          1999             7,100,000
  Blytheville, AR

Wal-Mart
Supercenter                      149,704          08/04          1997             6,088,500
  Jonesboro, AR

Wautauga Pavilion                205,740          05/04          2004            17,100,000
  Wautauga, TX

Wilshire Plaza
(under
construction)                     88,248          07/04          2004                     -
  Kansas City, MO

Wrangler
  El Paso, TX                    316,800          07/04          1993            11,300,000
                              ----------                                    ---------------

Total                         12,881,631                                    $ 1,140,741,763
                              ==========                                    ===============


     The square footage for Arvada Connection , Darien Towne Centre, Davis Towne
Crossing, Eastwood Towne Center, Forks Town Center, Fullerton Metrocenter,
Gateway Plaza, Governor's Marketplace, Harvest Towne Center, Heritage Towne
Crossing, Hickory Ridge, Huebner Oaks Center, John's Creek Village, MacArthur
Crossing, Manchester Meadows, Newnan Crossing I & II, Northpointe Plaza, North
Rivers Town Center, Paradise Valley Marketplace, Pavilion at King's Grant, Pine
Ridge Plaza, Shops at Park Place, Stony Creek Market Place and Towson Circle
includes 2,240, 6,371, 4,000, 24,110, 5,100, 5,178, 87,423, 3,800, 9,248, 7,246,
70,127, 8,036, 10,555, 6,500, 3,412, 6,650, 18,719, 31,280, 10,908, 65,000,
84,676, 3,822, 8,000 and 40,060, respectively, square feet of space leased to
tenants under ground lease agreements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL.

     The following disclosure pertains to critical accounting policies and
estimates we believe are most "critical" to the portrayal of our financial
condition and results of operations which require our most difficult, subjective
or complex judgments. These judgments often result from the need to make
estimates about the effect of matters that are inherently uncertain. Critical
accounting policies discussed in this section are not to be confused with
accounting principles and methods disclosed in accordance with accounting
principles generally accepted in the United States of America or GAAP. GAAP
requires

                                       305


information in financial statements about accounting principles, methods used
and disclosures pertaining to significant estimates. This discussion addresses
our judgment pertaining to trends, events or uncertainties known which were
taken into consideration upon the application of those policies and the
likelihood that materially different amounts would be reported upon taking into
consideration different conditions and assumptions.

ACQUISITION OF INVESTMENT PROPERTY

     We allocate the purchase price of each acquired investment property between
land, building and improvements, acquired above market and below market leases,
in-place lease value, and any assumed financing that is determined to be above
or below market terms. In addition, we allocate a portion of the purchase price
to the value of customer relationships and as of September 30, 2004, no cost has
been allocated to such relationships. The allocation of the purchase price is an
area that requires judgment and significant estimates. We use the information
contained in the independent appraisal obtained at acquisition as the primary
basis for the allocation to land and building and improvements. The aggregate
value of intangibles is measured based on the difference between the stated
price and the property value calculation as if vacant. We determine whether any
financing assumed is above or below market based upon comparison to similar
financing terms for similar investment properties. We also allocate a portion of
the purchase price to the estimated acquired in-place lease costs based on
estimated lease execution costs for similar leases as well as lost rent payments
during assumed lease up period when calculating as if vacant fair values. We
consider various factors including geographic location and size of leased space.
We also evaluate each acquired lease based upon current market rates at the
acquisition date and we consider various factors including geographical
location, size and location of leased space within the investment property,
tenant profile, and the credit risk of the tenant in determining whether the
acquired lease is above or below market lease costs. After an acquired lease is
determined to be above or below market lease costs, we allocate a portion of the
purchase price to such above or below acquired lease costs based upon the
present value of the difference between the contractual lease rate and the
estimated market rate. However, for below market leases with fixed rate
renewals, renewal periods are included in the calculation of below market
in-place lease values. The determination of the discount rate used in the
present value calculation is based upon the "risk free rate." This discount rate
is a significant factor in determining the market valuation which requires our
judgment of subjective factors such as market knowledge, economics,
demographics, location, visibility, age and physical condition of the property.

     IMPAIRMENT OF LONG-LIVED ASSETS. We conduct an impairment analysis on a
quarterly basis in accordance with SFAS 144 to ensure that the property's
carrying value does not exceed its fair value. If this were to occur, we are
required to record an impairment loss. The valuation and possible subsequent
impairment of investment properties is a significant estimate that can and does
change based on our continuous process of analyzing each property and reviewing
assumptions about uncertain inherent factors, as well as the economic condition
of the property at a particular point in time. No impairment losses have been
taken in 2003 or 2004.

     COST CAPITALIZATION AND DEPRECIATION POLICIES. Our policy is to review all
expenses paid and capitalize any items exceeding $5,000 which are deemed to be
an upgrade or a tenant improvement. These costs are capitalized and are included
in the investment properties classification as an addition to buildings and
improvements.

     Buildings and improvements are depreciated on a straight-line basis based
upon estimated useful lives of 30 years for buildings and improvements, and 15
years for site improvements. The portion of the purchase price allocated to
acquired above market costs and acquired below market costs are amortized on a
straight-line basis over the life of the related lease as an adjustment to net
rental income. Acquired

                                       306


in-place lease costs, other leasing costs, and tenant improvements are amortized
on a straight-line basis over the life of the related lease as a component of
amortization expense.

     The application of SFAS No. 141 and SFAS No. 142 resulted in the
recognition upon acquisition of additional intangible assets and liabilities
relating to our real estate acquisitions during the quarter ended September 30,
2004. The portion of the purchase price allocated to acquired above market lease
costs and acquired below market lease costs are amortized on a straight-line
basis over the life of the related lease as an adjustment to rental income.
Amortization pertaining to the above market lease costs of $1,033,930 was
applied as a reduction to rental income for the three months ended September 30,
2004 and $1,847,107 for the nine months ended September 30, 2004. Amortization
pertaining to the below market lease costs of $1,742,220 was applied as an
increase to rental income for the three months ended September 30, 2004 and
$2,644,833 for the nine months ended September 30, 2004. The table below
presents the amortization during the next five years related to the acquired
above market lease costs and the below market lease costs for properties owned
at September 30, 2004:



                        OCTOBER 1,
                      2004 THROUGH
                      DECEMBER 31,
AMORTIZATION OF:          2004             2005            2006           2007            2008           THEREAFTER
----------------      -------------    ------------    ------------    ------------    ------------    --------------
                                                                                       
Acquired above
  market lease
  costs               $  (1,248,545)     (4,978,152)     (4,796,242)     (3,982,664)     (3,737,860)     (18,834,489)

Acquired below
  market lease
  costs                   1,958,637       7,650,263       7,056,626       6,459,045       5,818,709       41,413,189
                      ----------------------------------------------------------------------------------------------

Net rental income
  increase            $     710,092       2,672,111       2,260,384       2,476,381       2,080,849       22,578,700
                      ==============================================================================================

Acquired in-place
lease intangibles     $   3,832,781      15,331,125      15,331,125      15,331,125      15,331,125       83,439,574


     The portion of the purchase price allocated to acquired in-place lease
costs are amortized on a straight line basis over the life of the related lease.
We incurred amortization expense pertaining to acquired in-place lease costs of
$3,198,593 for the three months ended September 30, 2004 and $5,492,587 for the
nine months ended September 30, 2004. The table above presents the amortization
during the next five years related to acquired in-place lease costs for
properties owned at September 30, 2004.

     Cost capitalization and the estimate of useful lives requires our judgment
and includes significant estimates that can and do change based on our process
which periodically analyzes each property and on our assumptions about uncertain
inherent factors.

     REVENUE RECOGNITION. We recognize rental income on a straight-line basis
over the term of each lease. The difference between rental income earned on a
straight-line basis and the cash rent due under the provisions of the lease
agreements is recorded as deferred rent receivable and is included as a
component of accounts and rents receivable in the accompanying consolidated
balance sheets. We anticipate collecting these amounts over the terms of the
leases as scheduled rent payments are made.

     Reimbursements from tenants for recoverable real estate tax and operating
expenses are accrued as revenue in the period the applicable expenditures are
incurred. We make certain assumptions and

                                       307


judgments in estimating the reimbursements at the end of each reporting period.
Should the actual results differ from our judgment, the estimated reimbursement
could be negatively affected and would be adjusted appropriately.

     In conjunction with certain acquisitions, we receive payments under master
lease agreements pertaining to certain, non-revenue producing spaces either at
the time of, or subsequent to, the purchase of some of our properties. Upon
receipt of the payments, the receipts are recorded as a reduction in the
purchase price of the related properties rather than as rental income. These
master leases were established at the time of purchase in order to mitigate the
potential negative effects of loss of rent and expense reimbursements. Master
lease payments are received through a draw of funds escrowed at the time of
purchase and may cover a period from one to three years. These funds may be
released to either us or the seller when certain leasing conditions are met.
Restricted cash includes funds received by third party escrow agents, from
sellers, pertaining to master lease agreements. We record such escrows as both
an asset and a corresponding liability, until certain leasing conditions are
met.

     We accrue lease termination income if there is a signed termination letter
agreement, all of the conditions of the agreement have been met, and the tenant
is no longer occupying the property.

     INTEREST RATE FUTURES CONTRACTS. We enter into interest rate futures
contracts or treasury contracts as a means of reducing our exposure to rising
interest rates. At inception, contracts are evaluated in order to determine if
they will qualify for hedge accounting treatment and will be accounted for
either on a deferral, accrual or market value basis depending on the nature of
our hedge strategy and the method used to account for the hedged item. Hedge
criteria include demonstrating the manner in which the hedge will reduce risk,
identifying the specific asset, liability or firm commitment being hedged, and
citing the time horizon being hedged.

     During the third quarter of 2004, we entered into treasury contracts with a
futures commission merchant with yields ranging from 3.27% to 3.40% for five
year treasury contracts and 4.0% to 4.3% for ten year treasury contracts. The
amount on deposit for our treasury contracts was $3,712,900. On September 30,
2004, our investment in treasury contracts had a liquidation value of $361,186
resulting in a loss of $3,351,714. As these treasury contracts are not
offsetting future commitments and therefore do not qualify as hedges, the net
loss is recognized currently in earnings. On October 29, 2004, we liquidated all
of our treasury contracts for a liquidation value of $126,213, resulting in a
cumulative realized net loss of $3,586,687.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL.

     Our principal demands for funds have been for property acquisitions, for
the payment of operating expenses and distributions, and for the payment of
interest on outstanding indebtedness. Generally, cash needs for items other than
property acquisitions have been met from operations, and property acquisitions
have been funded by a public offering of our shares of common stock. However,
there may be a passage of time between the sale of the shares and our purchase
of properties, which may result in a delay in the benefits to stockholders of
returns generated from property operations. Our business manager/advisor
evaluates potential additional property acquisitions and Inland Real Estate
Acquisitions, Inc., one of the affiliates of our sponsor, engages in
negotiations with sellers on our behalf. After a purchase contract is executed
which contains specific terms, the property will not be purchased until due
diligence, which includes review of the title insurance commitment, an appraisal
and an environmental analysis, is successfully completed. In some instances, the
proposed acquisition still requires the negotiation of final binding agreements,
which may include financing documents. During

                                       308


this period, we may decide to temporarily invest any unused proceeds from the
offering in certain investments that could yield lower returns than other
investments, such as the acquisition of properties. These lower returns may
affect our ability to make distributions.

     Potential future sources of capital include proceeds from the public or
private offering of our equity or debt securities, secured or unsecured
financings from banks or other lenders, proceeds from the sale of properties, as
well as undistributed funds from operations. We anticipate that during the
current year we will (i) acquire additional existing shopping centers and
triple-net leased properties, (ii) develop additional shopping center sites and
(iii) continue to pay distributions to stockholders, and each is expected to be
funded mainly from proceeds of our public offerings of shares, cash flows from
operating activities, financings and other external capital resources available
to us.

     Our leases typically provide that the tenant bears responsibility for
substantially all property costs and expenses associated with ongoing
maintenance and operation, including utilities, property taxes and insurance. In
addition, in some instances our leases provide that the tenant is responsible
for roof and structural repairs. Certain of our properties are subject to leases
under which we retain responsibility for certain costs and expenses associated
with the property. We anticipate that capital demands to meet obligations
related to capital improvements with respect to properties will be minimal for
the foreseeable future and can be met with funds from operations and working
capital.

     If necessary, we may use financings or other sources of capital in the
event of unforeseen significant capital expenditures.

     We believe that our current capital resources (including cash on hand) and
anticipated financings are sufficient to meet our liquidity needs for the
foreseeable future.

LIQUIDITY

     OFFERING. As of September 30, 2004, subscriptions for a total of
146,283,829 shares had been received from the public, which include the 20,000
shares issued to the business manager/advisor and 1,636,031 shares distributed
pursuant to the DRP as of September 30, 2004. As a result of such sales, we
received a total of $1,461,406,060 of gross offering proceeds as of September
30, 2004.

     MORTGAGE DEBT. As of September 30, 2004 we have obtained mortgage debt on
62 properties totaling $1,140,741,763. With the exception of Plaza Santa Fe II,
these loans require monthly payments of interest only and bear interest at a
range between 2.68% and 5.30% per annum. The mortgage loan on Plaza Santa Fe II
requires monthly payments of principal and interest at 6.20% per annum, and
payments into taxes, insurance and replacement reserve escrows.

     During the period from October 1, 2004 through November 5, 2004 we obtained
mortgage financing on properties that we purchased during 2004 totaling
approximately $53,123,000 that require monthly payments of interest only and
bear interest at a range of 4.61% to 5.12% per annum.

     From July 1, 2004 through November 5, 2004, we entered into interest rate
lock agreements, as described below, to secure the interest rate on mortgage
debt on properties we currently own or will purchase in the future. The funds
under the rate agreements and the deposits are applied to the mortgage fundings
as they occur.

     On July 2, 2004, we entered into two separate rate lock agreements with
Bear Stearns Commercial Mortgage, Inc. We paid one rate lock deposit of $400,000
to lock the interest rate at 5.06% for a period of 90 days on $20,000,000 in
principal. We paid a second rate lock deposit of $600,000 to lock the interest
rate at 5.01% for a period of 90 days on $30,000,000 in principal. Of the total
amount,

                                       309


approximately $2,500,000 has been applied to closed mortgage fundings, with the
remainder allocated to new or pending acquisitions.

     On July 9, 2004, we entered into a rate lock agreement with LaSalle Bank
National Association. We paid a rate lock deposit of $500,000 to lock the
interest rate at 5.04% for a period of 90 days on $50,000,000 in principal, all
of which has been allocated to new or pending acquisitions.

     On July 16, 2004, we entered into a rate lock agreement with Nomura Credit
& Capital, Inc. We paid a rate lock deposit of $500,000 to lock the interest
rate at 4.815% for a period of 90 days on $50,000,000 in principal,
approximately $42,500,000 of which has been allocated to new or pending
acquisitions.

     On August 6, 2004, we entered into a rate lock agreement with LaSalle Bank
National Association. We paid a rate lock deposit of $1,000,000 to lock the
interest rate at 4.67% for a period of 90 days on $100,000,000 in principal. Of
this amount $33,000,000 has been applied to closed mortgage fundings, with the
remainder allocated to new or pending acquisitions.

     On September 27, 2004, we entered into a rate lock agreement with Principal
Life Insurance Company. We paid a rate lock deposit of $500,000 to lock the
interest rate at 4.45% for a period of 90 days on $50,000,000 in principal, all
of which has been allocated to new or pending acquisitions..

     On September 28, 2004, we entered into a rate lock agreement with Bear
Stearns Commercial Mortgage, Inc. We paid a rate lock deposit of $1,000,000 to
lock the interest rate at 4.497% for a period of 90 days on $50,000,000 in
principal, approximately $49,300,000 of which has been allocated to new or
pending acquisitions.

     On October 20, 2004, we entered into a rate lock agreement with Bank of
America, N.A. We paid a rate lock fee of $2,301,000 to lock the interest rate at
4.27% for a period of 58 days on $230,100,000 in principal, all of which has
been allocated to new or pending acquisitions.

     On October 29, 2004, we entered into a rate lock agreement with Bear
Stearns Commercial Mortgage, Inc. We paid a rate lock fee of $1,645,400 to lock
the interest rate at 4.247% for a period of 60 days on $81,420,000 in principal,
all of which has been allocated to new or pending acquisitions.

     LINE OF CREDIT. We have an unsecured line of credit arrangement with
KeyBank N.A. which matures on December 24, 2004 in the amount of $225,000,000.
The funds from this line of credit may be used to provide funds from the time a
property is purchased until permanent debt is placed on that property. The line
of credit requires interest only payments monthly at the rate equal to the
London InterBank Offered Rate or LIBOR plus 175 basis points which ranged from
2.94% to 3.56% during the quarter ended September 30, 2004. We are also required
to pay, on a quarterly basis, an amount ranging from .15% to .30%, per annum, on
the average daily undrawn funds under this line. The line of credit requires
compliance with certain covenants, such as debt service ratios, minimum net
worth requirements, distribution limitations and investment restrictions. In
addition to, and in conjunction with these financial covenants, we maintain a
cash collateral account. Amounts deposited in the cash collateral account
provide that loan to value covenants required under the line are not exceeded.
Funds may be deposited into and withdrawn from the cash collateral account as
our properties are purchased without debt. On September 27, 2004, the
outstanding balance of $110,000,000 on this line was repaid resulting in no
outstanding balance as of September 30, 2004. As of September 30, 2004, we were
in compliance with such covenants and no funds were required to be deposited in
the cash collateral account.

                                       310


     STOCKHOLDER LIQUIDITY. We provide the following programs to facilitate
investment in the shares and to provide limited, interim liquidity for
stockholders until such time as a market for the shares develops:

     The DRP allows stockholders who purchase shares pursuant to the offerings
to automatically reinvest distributions by purchasing additional shares from us.
Such purchases will not be subject to selling commissions or the marketing
allowance and due diligence expense allowance and will be sold at a price of
$9.50 per share. As of September 30, 2004, we issued 1,636,031 shares pursuant
to the DRP for an aggregate amount of $15,542,222.

     Subject to certain restrictions, the share repurchase program provides
existing stockholders with limited, interim liquidity by enabling them to sell
shares back to us at the following prices:

     -    One year from the purchase date, at $9.25 per share;

     -    Two years from the purchase date, at $9.50 per share;

     -    Three years from the purchase date, at $9.75 per share; and

     -    Four years from the purchase date, at the greater of $10.00 per share,
          or a price equal to 10 times our "funds available for distribution"
          per weighted average shares outstanding for the prior calendar year.

     Shares purchased by us will not be available for resale. As of September
30, 2004, no shares have been repurchased.

CAPITAL RESOURCES

     We expect to meet our short-term operating liquidity requirements generally
through our net cash provided by property operations. We also expect that our
properties will generate sufficient cash flow to cover our operating expenses
plus pay a monthly distribution on our weighted average shares. Operating cash
flows are expected to increase as additional properties are added to our
portfolio.

     We believe that we should put mortgage debt on or leverage our properties
at approximately 50% of their value. We also believe that we can borrow at the
lowest overall cost of funds or interest rate by placing individual financing on
each of our properties. Accordingly, mortgage loans will generally have been
placed on each property at the time that the property is purchased, or shortly
thereafter, with the property solely securing the financing.

     During the nine months ended September 30, 2004, we closed on mortgage debt
with a principal amount of $1,111,191,645. At September 30, 2004, the weighted
average cost of mortgage funds was approximately 4.48%. $985,158,645 of these
mortgage loans are fixed-rate loans that bear interest at a rate between 3.96%
and 6.20% per annum. The remaining $126,033,000 represents variable-rate loans
with a weighted average interest rate of 2.85% per annum at September 30, 2004.

     With the exception of the mortgage loan on Plaza Santa Fe II, all of the
loans closed during the nine months ended September 30, 2004 require monthly
payments of interest only and may be prepaid with a penalty after specific
lockout periods. The mortgage loan on Plaza Santa Fe II requires monthly
payments of principal and interest, as well as payments into tax, insurance, and
replacement reserve escrows and has no prepayment privileges.

                                       311


     Although the loans we closed are generally non-recourse, occasionally, when
it is deemed to be advantageous, we may guarantee all or a portion of the debt
on a full-recourse basis. Individual decisions regarding interest rates,
loan-to-value, fixed versus variable-rate financing, maturity dates and related
matters are often based on the condition of the financial markets at the time
the debt is incurred, which conditions may vary from time to time.

     Distributions are determined by our board of directors with the advice of
our business manager/advisor and are dependent on a number of factors, including
the amount of funds available for distribution, flow of funds, our financial
condition, any decision by our board of directors to reinvest funds rather than
to distribute the funds, our capital expenditures, the annual distribution
required to maintain REIT status under the Internal Revenue Code and other
factors the board of directors may deem relevant.

CASH FLOWS FROM OPERATING ACTIVITIES

     Cash flows provided by operating activities were approximately $39,961,000
for the nine month period ended September 30, 2004, which is due primarily to
net income from property operations.

CASH FLOWS FROM INVESTING ACTIVITIES

     Cash flows used in investing activities were approximately $2,015,984,000
for the nine month period ended September 30, 2004 which were primarily used for
the acquisition of 60 properties for approximately $1,959,554,000.

     As of November 5, 2004, we had approximately $375 million available for
investment in additional properties. As of November 5, 2004 we are considering
the acquisition of approximately $244 million in properties. We are currently in
the process of obtaining financings on properties which have been purchased, as
well as certain of the properties which we anticipate purchasing. It is our
intention to finance each of our acquisitions either at closing or subsequent to
closing. As a result of the intended financings and based on our current
experience in raising funds in our offering, we believe that we will have
sufficient resources to acquire these properties.

CASH FLOWS FROM FINANCING ACTIVITIES

     Cash flows provided by financing activities was approximately
$2,192,056,000 for the nine month period ended September 30, 2004. We generated
proceeds from the sale of shares, net of offering costs paid, of approximately
$1,139,185,000. We generated approximately $1,094,146,000 from the issuance of
new mortgages secured by 60 of our properties and $165,000,000 from funding on
the line of credit. We paid approximately $10,707,000 for loan fees and
approximately $28,873,000 in distributions to our stockholders, and $170,000,000
was paid off on the line of credit for the nine months ended September 30, 2004.
The sponsor has agreed to advance us amounts to pay a portion of these
distributions until funds available for distribution are sufficient to cover
distributions.

     Given the current size of our offering, as of November 5, 2004, we could
raise approximately $944 million of additional capital. However, there can be no
assurance that we will raise this amount of money or that we will be able to
acquire additional attractive properties. We have also registered with the
Securities and Exchange Commission for another offering of up to 250,000,000
shares of common stock at $10 each and up to 20,000,000 shares at $9.50 each
pursuant to the distribution reinvestment program which is not effective as of
November 5, 2004. There is no assurance that we will be effective in selling all
of these additional shares.

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     We are exposed to interest rate changes primarily as a result of our
long-term debt used to maintain liquidity and fund capital expenditures and
expansion of our real estate investment portfolio and operations. Our interest
rate risk management objectives are to limit the impact of interest rate changes
on earnings and cash flows and to lower our overall borrowing costs. To achieve
our objectives we borrow primarily at fixed rates or variable rates with the
lowest margins available and, in some cases, with the ability to convert
variable rates to current market fixed rates at the time of conversion.

EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER PARTIES

     SERVICES PROVIDED BY AFFILIATES OF THE BUSINESS MANAGER/ADVISOR. As of
September 30, 2004, we had incurred $159,233,813 of offering costs, of which
$119,656,429 was paid or accrued to affiliates. In accordance with the terms of
our offering, our business manager/advisor has guaranteed payment of all public
offering expenses (excluding sales commissions and the marketing allowance and
the due diligence expense allowance) in excess of 5.5% of the gross proceeds of
the offering or gross offering proceeds or all organization and offering
expenses (including selling commissions) which together exceed 15% of gross
offering proceeds. As of September 30, 2004, offering costs did not exceed the
5.5% and 15% limitations. We anticipate that these costs will not exceed these
limitations upon completion of the offering. Any excess amounts at the
completion of the offering will be reimbursed by our business manager/advisor.

     Our business manager/advisor and its affiliates are entitled to
reimbursement for salaries and expenses of employees of our business
manager/advisor and its affiliates relating to the offering. In addition, an
affiliate of our business manager/advisor is entitled to receive selling
commissions, and the marketing allowance and due diligence expense allowance
from us in connection with the offering. Such costs are offset against the
stockholders' equity accounts. Such costs totaled $119,656,429 as of September
30, 2004, of which $3,502,335 was unpaid at September 30, 2004.

     Our business manager/advisor and its affiliates are entitled to
reimbursement for general and administrative expenses relating to our
administration. Such costs are included in general and administrative expenses
to affiliates, in addition to costs that were capitalized pertaining to property
acquisitions. During the nine months ended September 30, 2004, we incurred
$1,103,717 of these costs, of which $778,277 remained unpaid as of September 30,
2004 and are included in due to affiliates on the consolidated balance sheets.

     An affiliate of our business manager/advisor provides loan servicing to us
for an annual fee. Such costs are included in property operating expenses to
affiliates. The agreement allows for annual fees totaling .03% of the first $1
billion in mortgage balance outstanding and .01% of the remaining mortgage
balance, payable monthly. Such fees totaled $63,978 for the nine months ended
September 30, 2004.

     We use the services of an affiliate of our business manager/advisor to
facilitate the mortgage financing that we obtained on some of the properties
purchased. We pay the affiliate .02% of the principal balance of mortgage loans
obtained. Such costs are capitalized as loan fees and amortized over the
respective loan term. During the nine months ended September 30, 2004, we paid
loan fees totaling $2,241,986 to this affiliate.

     We pay an advisor asset management fee of not more than 1% of our average
assets. Our average asset value is defined as the average of the total book
value, including acquired intangibles, of our real estate assets invested in
equity interests plus our loans receivable secured by real estate, before
reserves for depreciation, reserves for bad debt or other similar non-cash
reserves. We compute our average assets by taking the average of these values at
the end of each month for which we are calculating the fee. The fee is payable
quarterly in an amount equal to 1/4 of 1% of average assets as of the last day
of the immediately preceding quarter. For any year in which we qualify as a
REIT, our business

                                       313


manager/advisor must reimburse us for the following amounts if any: (1) the
amounts by which our total operating expenses, the sum of the advisor asset
management fee plus other operating expenses, paid during the previous fiscal
year exceed the greater of: (i) 2% of our average assets for that fiscal year,
or (ii) 25% of our net income for that fiscal year; plus (2) an amount, which
will not exceed the advisor asset management fee for that year, equal to any
difference between the total amount of distributions to stockholders for that
year and the 6% minimum annual return on the net investment of stockholders. For
the nine months ended September 30, 2004, we neither paid nor accrued such fees
because our business manager/advisor agreed to forego such fees for the first,
second and third quarters of 2004.

     The property managers, entities owned principally by individuals who are
affiliates of our business manager/advisor, are entitled to receive property
management fees totaling 4.5% of gross operating income, for management and
leasing services. We incurred property management fees of $2,847,427 for the
nine months ended September 30, 2004. None remained unpaid as of September 30,
2004.

     We established a discount stock purchase policy for our affiliates and
affiliates of our business manager/advisor that enables the affiliates to
purchase shares of common stock at either $8.95 or $9.50 a share depending on
when the shares are purchased. We sold 530,574 shares of common stock to
affiliates and recognized an expense related to these discounts of $352,303 for
the nine months ended September 30, 2004.

     As of September 30, 2004 we were due funds from our affiliates in the
amount of $1,571,960, $1,567,481 of which is due from our sponsor for
reimbursement of a portion of the distributions paid by us during 2004. The
remaining $4,479 is due from an affiliate for costs paid on their behalf by us.
Our sponsor has agreed to advance to us amounts to pay a portion of
distributions to our stockholders until funds available for distribution are
sufficient to cover the distributions. Our sponsor forgave $2,369,139 of these
amounts during the second quarter of 2004 and these funds are no longer due. As
of September 30, 2004 we owe funds to our sponsor in the amount of $2,868,666
for repayment of the funds advanced for payment of distributions.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, LIABILITIES AND
CONTRACTS AND COMMITMENTS

     The table below presents our obligations and commitments to make future
payments under debt obligations and lease agreements as of September 30, 2004.

CONTRACTUAL OBLIGATIONS         PAYMENTS DUE BY PERIOD



                                                     Less than                                      More than
                                       Total           1 year        1-3 years      3-5 years        5 years
                                ---------------------------------------------------------------------------------
                                                                                     
Long-term debt                    $ 1,141,248,461     15,035,000    38,671,248      813,276,474     274,265,739
Ground lease payments             $   298,329,805      1,021,807     5,324,069        5,328,897     286,655,032


CONTRACTS AND COMMITMENTS

     The purchase and sale contract for Pavilion at King's Grant provides that
if anytime during the period from January 1, 2004 through December 31, 2007 the
tenant Toys "R" Us should increase its base rent up to a maximum amount of
$250,000 and no decrease has occurred in their requirement to pay for a

                                       314


certain percentage of expenses at the property, then we would be obligated to
pay the seller additional funds related to the purchase based upon an agreed
income capitalization formula. We have not reserved any funds for this
contingency.

     In connection with the purchase of Stony Creek Market Place, we are
obligated to purchase the seller's interest in the leases if the seller
exercises the right to develop and lease a vacant 50,000 square foot pad site
within 48 months after the closing date. In connection with the purchase of
Newnan Crossing, we are obligated to purchase the remaining portion of the
shopping center that is currently under construction (Phase III) once
construction has been completed and a major tenant has moved in and commenced
payment of rent, with the additional purchase price based upon an agreed income
capitalization formula. In connection with the purchase of Low Country Village,
we are obligated to purchase a portion of the shopping center that is currently
under construction once construction has been completed and the respective
tenants have moved in and commenced payment of rent, with the additional
purchase price of the center based upon an agreed income capitalization formula.
As part of the commitment to purchase this remaining portion of the shopping
center, we have deposited $300,000 of earnest money with an escrow agent. In
connection with the purchase of Wilshire Plaza III, we are obligated to pay the
remainder of the purchase price in the amount of $2,967,088 when Kohl's
department store has moved in and commenced payment of rent. Also, in
conjunction with this purchase, we are obligated to fund to Kohl's a second
construction payment in the amount of $1,164,874 when they have moved in and
commenced payment of rent. In connection with the purchase of an interest in the
entity that owns Reisterstown Road Plaza, we are obligated to pay the remaining
purchase price of $11,546,674 if the unfinished space has been built and rented
within 24 months of the closing date. In connection with the purchase of
Governor's Marketplace, we are obligated to pay the remaining purchase price of
$4,846,152 if the seller completes the construction and leasing of additional
components within 24 months of the closing date. In connection with the purchase
of an interest in the entity that owns Boulevard at the Capital Centre, we are
required to pay the remaining purchase price of $6,947,764 upon completion of
the construction and satisfaction of tenant conditions of certain units of the
shopping center. We have not reserved any funds for these contingencies.

     In connection with the purchase of Eastwood Towne Center, we are obligated
to pay the remaining purchase price of $3,836,317 once a major tenant's base
rent increases upon two shadow anchors' commencement of operations. In
connection with the purchase of John's Creek Village, we are obligated to pay
the remaining purchase price of $13,385,390 if the vacancies have been leased
and the respective tenants have moved in and commenced payment of rent within 18
months of the closing date. In connection with the purchase of Davis Towne
Crossing, we are obligated to pay the remaining purchase price of $1,604,304 if
the vacancies have been leased and respective tenants have moved in and
commenced payment of rent within 24 months of the initial closing date. In
connection with the purchase of Towson Circle, we are obligated to pay an
additional amount to be determined based upon an agreed income capitalization
formula if two spaces that were vacant at closing have been leased within 24
months of the closing date. In connection with the purchase of Forks Town
Center, if a certain tenant has moved into its space and is paying rent within
12 months of the original closing, we are obligated to pay the remaining
purchase of $701,299. We have not reserved any funds for these contingencies.

     In conjunction with the financing of Dorman Center on April 20, 2004, we
were required to obtain a $3.65 million irrevocable letter of credit for a one
year period. Once we purchase the remaining portion of Dorman Center, and meet
certain occupancy requirements, the letter of credit will be released. On July
16, 2004, we purchased the remaining portion of Dorman Center. The irrevocable
letter of credit is still outstanding as the occupancy requirements had not been
met as of November 5, 2004. In conjunction with the financing of John's Creek
Village on July 2, 2004, we were required to obtain a $5.7 million irrevocable
letter of credit for a one year period. Once we purchase the remaining portion
of John's Creek Village, and meet certain occupancy requirements, the letter of
credit will be released. The

                                       315


irrevocable letter of credit is still outstanding as the remaining portion of
the center had not been purchased as of November 5, 2004.

     In connection with the purchase of Larkspur Landing, we assumed a liability
in the amount of $1,982,504 for tenant improvements and leasing commission
obligations. As of September 30, 2004, the remaining liability after
disbursements is $1,303,530.

     On August 11, 2004, CR Investors, LLC, a 100% owned LLC of Reisterstown
Plaza Holdings, LLC (a joint venture consolidated by us), purchased a 36.5%
tenancy in common interest in an apartment complex known as Courthouse Square
located in Towson, MD. This investment is accounted for utilizing the equity
method of accounting. Under the equity method of accounting, our net equity
investment is reflected on the consolidated balance sheet and the consolidated
statement of operations includes our share of net income or loss from the
unconsolidated entity.

     Subsequent to September 30, 2004, we purchased 11 properties for a purchase
price of approximately $217 million. In addition, we are currently considering
acquiring ten properties for an estimated purchase price of $244 million. Our
decision to acquire each property generally depends upon no material adverse
change occurring relating to the property, the tenants or in the local economic
conditions, and our receipt of satisfactory due diligence information including
appraisals, environmental reports and lease information prior to purchasing the
property.

RESULTS OF OPERATIONS

GENERAL

     The following discussion is based primarily on our consolidated financial
statements as of September 30, 2004 and for the three and nine months ended
September 30, 2004.



                                        Properties
                                      Purchased per       Square Feet
     Quarter Ended                       Quarter            Acquired         Purchase Price
     -------------------------------------------------------------------------------------------
                                                                    
     March 31, 2003                       None                    N/A                    N/A
     June 30, 2003                        None                    N/A                    N/A
     September 30, 2003                   None                    N/A                    N/A
     December 31, 2003                       8                797,551        $   127,195,000
     March 31, 2004                         11              2,123,905        $   384,053,000
     June 30, 2004                          23              4,213,576        $   713,925,000
     September 30, 2004                     26              5,746,599        $   869,128,000
                                   -------------------------------------------------------------
     Total                                  68             12,881,631        $ 2,094,301,000
                                   =============================================================


     RENTAL INCOME, TENANT RECOVERIES AND OTHER PROPERTY INCOME. Rental income
consists of basic monthly rent and percentage rental income due pursuant to
tenant leases. Tenant recovery and other property income consist of property
operating expenses recovered from the tenants including real estate taxes,
property management fees and insurance. Rental income was $56,404,514 and all
additional property income was $13,362,039 for the nine months ended September
30, 2004.

     OTHER INCOME. Other income consists of interest income earned primarily on
short term investments that are held by us and other non-operating income earned
by us. Other income was $1,885,751 for the nine months ended September 30, 2004.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist of salaries and computerized information services costs reimbursed to
affiliates for maintaining our accounting and

                                       316


investor records, affiliates common share purchase discounts, insurance,
postage, printer costs and fees paid to accountants and lawyers. These expenses
were $2,843,944 for the nine months ended September 30, 2004 and resulted from
increased services required as we acquire properties and grow our portfolio of
investment properties and our investor base.

     PROPERTY OPERATING EXPENSES. Property operating expenses consist of
property management fees and property operating expenses, including real estate
taxes, costs of owning and maintaining shopping centers, insurance, and
maintenance to the exterior of the buildings and the parking lots. These
expenses were $17,017,451 for the nine months ended September 30, 2004.

     DEPRECIATION AND AMORTIZATION. Depreciation expense was $19,285,397 and is
due to depreciation on the properties owned during the nine months ended
September 30, 2004. Amortization expense was $6,717,805 and is due to the
application of SFAS 141 and SFAS 142 resulting from the amortization of
intangible assets of approximately $154 million and loan and leasing fees of
$7.5 million during the nine months ended September 30, 2004.

     INTEREST. Interest was $21,315,926 for the nine months ended September 30,
2004 and is due to the financing on 62 properties as of September 30, 2004 and
funds drawn during the first quarter of 2004 on the line of credit.

FUNDS FROM OPERATIONS

     One of our objectives is to provide cash distributions to our stockholders
from cash generated by our operations. Cash generated from operations is not
equivalent to our net income from continuing operations as determined under
Generally Accepted Accounting Principles in the United States of America or
GAAP. Due to certain unique operating characteristics of real estate companies,
the National Association of Real Estate Investment Trusts or NAREIT, an industry
trade group, has promulgated a standard known as "Funds from Operations" or
"FFO" for short, which it believes more accurately reflects the operating
performance of a REIT such as us. As defined by NAREIT, FFO means net income
computed in accordance with GAAP, excluding gains (or losses) from sales of
property, plus depreciation on real property and amortization, and after
adjustments for unconsolidated partnerships and joint ventures in which the REIT
holds an interest. We have adopted the NAREIT definition for computing FFO
because management believes that, subject to the following limitations, FFO
provides a basis for comparing our performance and operations to those of other
REITs. The calculation of FFO may vary from entity to entity since
capitalization and expense policies tend to vary from entity to entity. Items
which are capitalized do not impact FFO, whereas items that are expensed reduce
FFO. Consequently, our presentation of FFO may not be comparable to other
similarly-titled measures presented by other REITs. FFO is not intended to be an
alternative to "Net Income" as an indicator of our performance nor to "Cash
Flows from Operating Activities" as determined by GAAP as a measure of our
capacity to pay distributions. We believe that FFO is a better measure of our
operating performance because FFO excludes non-cash items from GAAP net income.
This allows us to compare our relative property performance to determine our
return on capital. Management uses the calculation of FFO for several reasons.
We use FFO to compare our performance to that of other REITs in our peer group.
Additionally, we use FFO in conjunction with our acquisition policy to determine
investment strategy. FFO is calculated as follows:

                                       317




                                                          Nine months ended
                                                          September 30, 2004
                                                         --------------------
                                                       
     Net income                                           $        4,413,798
     Depreciation and amortization related to
       investment properties                                      24,803,548
                                                         --------------------
     Funds from operations (1)                            $       29,217,346
                                                         ====================


(1)  FFO does not represent cash generated from operating activities calculated
     in accordance with GAAP and is not necessarily indicative of cash available
     to fund cash needs. FFO should not be considered as an alternative to net
     income as an indicator of our operating performance or as an alternative to
     cash flow as a measure of liquidity.

     The following table lists the approximate physical occupancy levels and
gross leasable area for our investment properties as of September 30, 2004 and
December 31, 2003. The weighted average gross leasable area occupied at
September 30, 2004 and December 31, 2003 was 94% and 98%, respectively. N/A
indicates the property was not owned by us at the end of the period.



                                                                September 30, 2004      December 31, 2003
                                                               ---------------------------------------------
                                                                    GLA                   GLA
Properties:                                                       Occupied      (%)     Occupied       (%)
------------------------------------------------------------------------------------------------------------
                                                                                           
Academy Sports, Houma, LA                                           60,001     100          N/A        N/A
Alison's Corner, San Antonio, TX                                    55,066     100          N/A        N/A
Arvada Connection and Marketplace, Arvada, CO                      336,302      94          N/A        N/A
Best on the Boulevard, Las Vegas, NV                               156,756      77          N/A        N/A
Bluebonnet Parc, Baton Rouge, LA                                   128,289      95          N/A        N/A
Boulevard at the Capital Centre, Largo, MD                         352,804      73          N/A        N/A
CorWest Plaza, New Britain, CT                                     114,023      99          N/A        N/A
Cranberry Square, Cranberry Township, PA                           180,585      92          N/A        N/A
Darien Towne Centre, Darien, IL                                    210,010      94      212,682         95
Davis Towne Crossing, North Richland Hills, TX                      31,091      75          N/A        N/A
Dorman Center - Phases I & II, Spartanburg, SC                     374,267      99          N/A        N/A
Eastwood Towne Center, Lansing, MI                                 321,066      98          N/A        N/A
Eckerd Drug Store, Columbia, SC                                     13,440     100          N/A        N/A
Eckerd Drug Store, Crossville, TN                                   13,824     100          N/A        N/A
Eckerd Drug Store, Edmund, OK                                       13,824     100       13,824        100
Eckerd Drug Store, Greer, SC                                        13,824     100          N/A        N/A
Eckerd Drug Store, Kill Devil Hills, NC                             13,824     100          N/A        N/A
Eckerd Drug Store, Norman, OK                                       13,824     100       13,824        100
Forks Town Center, Easton, PA                                       88,660      96          N/A        N/A
Fullerton Metrocenter, Fullerton, CA                               208,264      82          N/A        N/A
Gateway Plaza, Southlake, TX                                       334,440      93          N/A        N/A
Gateway Village, Annapolis, MD                                     273,788     100          N/A        N/A
GMAC, Winston-Salem, NC                                            501,064     100          N/A        N/A
Governor's Marketplace, Tallahassee, FL                            218,437      94          N/A        N/A
Harris Teeter, Wilmington, NC                                       57,230     100          N/A        N/A
Harvest Towne Center, Knoxville, TN                                 42,213     100          N/A        N/A
Heritage Towne Crossing, Euless, TX                                 72,119      89          N/A        N/A
Hickory Ridge, Hickory, NC                                         380,487     100          N/A        N/A
Huebner Oaks Center, San Antonio, TX                               279,461      97          N/A        N/A
John's Creek Village, Duluth, GA                                   136,782      71          N/A        N/A
La Plaza Del Norte, San Antonio, TX                                303,245      95          N/A        N/A


                                       318




                                                                September 30, 2004      December 31, 2003
                                                               ---------------------------------------------
                                                                    GLA                   GLA
Properties:                                                       Occupied      (%)     Occupied      (%)
------------------------------------------------------------------------------------------------------------
                                                                                           
Lakewood Towne Center, Lakewood, WA                                546,713      94          N/A        N/A
Larkspur Landing, Larkspur, CA                                     150,893      87          N/A        N/A
Lincoln Park, Dallas, TX                                           144,794      97          N/A        N/A
Low Country Village, Bluffton, SC                                   70,598      92          N/A        N/A
MacArthur Crossing, Los Colinas, TX                                107,759      98          N/A        N/A
Manchester Meadows, St. Louis, MO                                  434,772      96          N/A        N/A
Metro Square Center, Severn, MD                                     61,817     100          N/A        N/A
Mitchell Ranch Plaza, New Port Richey, FL                          184,973      92          N/A        N/A
Newnan Crossing I & II, Newnan, GA                                 291,450     100      127,260         97
Northgate North, Seattle, WA                                       281,595      93          N/A        N/A
Northpointe Plaza, Seattle, WA                                     373,699      99          N/A        N/A
North Ranch Pavilions, Thousand Oaks, CA                            55,928      89          N/A        N/A
North Rivers Town Center, Charleston, SC                           141,004     100          N/A        N/A
Paradise Valley Marketplace, Phoenix, AZ                            71,304      77          N/A        N/A
Pavilion at King's Grant, Concord, NC                               79,109     100       79,009        100
Peoria Crossings, Peoria, AZ                                       207,711      97          N/A        N/A
Pine Ridge Plaza, Lawrence, KS                                     230,510     100          N/A        N/A
Plaza at Marysville, Marysville, WA                                110,356      95          N/A        N/A
Plaza Santa Fe II, Santa Fe, NM                                    217,329      98          N/A        N/A
Promenade at Red Cliff, St. George, UT                              89,480      95          N/A        N/A
Reisterstown Road Plaza, Baltimore, MD                             668,369      86          N/A        N/A
Saucon Valley Square, Bethlehem, PA                                 80,695     100          N/A        N/A
Shaw's Supermarket, New Britain, CT                                 65,658     100       65,658        100
Shoppes of Dallas, Dallas, GA                                       59,810      85          N/A        N/A
Shoppes of Prominence Point, Canton, GA                             69,358      89          N/A        N/A
Shops at Boardwalk, Kansas City, MO                                 99,881      82          N/A        N/A
Shops at Park Place, Plano, TX                                     115,460      99      116,300        100
Stony Creek Market Place, Noblesville, IN                          153,796     100      150,727         98
The Columns, Jackson, TN                                           121,400      94          N/A        N/A
Tollgate Marketplace, Bel Air, MD                                  392,587     100          N/A        N/A
Towson Circle, Towson, MD                                          106,621      92          N/A        N/A
Village Shoppes of Simonton, Lawrenceville, GA                      56,615      85          N/A        N/A
Wal-Mart SuperCenter, Blytheville, AR                              183,211     100          N/A        N/A
Wal-Mart SuperCenter, Jonesboro, AR                                149,704     100          N/A        N/A
Watauga Pavilion, Watauga, TX                                      192,155      93          N/A        N/A
Wrangler, El Paso, TX                                              316,800     100          N/A        N/A
                                                               -----------            ---------
                                                                11,982,924              779,284
                                                               ===========            =========


     As part of the purchase of Darien Towne Centre, CorWest Plaza, La Plaza Del
Norte, Dorman Center - Phase I, Peoria Crossings, Paradise Valley Marketplace,
Best on the Boulevard, Bluebonnet Parc, Arvada Marketplace, Eastwood Towne
Center, Watauga Pavilion, Northpointe Plaza, Plaza Santa Fe II, Lakewood Towne
Center, Shoppes of Prominence Point, Fullerton Metrocenter, Shops at Boardwalk,
Shoppes of Dallas, Dorman Center - Phase II, Towson Circle, Reisterstown Road
Plaza, Village Shoppes of Simonton, Governor's Marketplace, Mitchell Ranch
Plaza, The Columns, Harvest Towne Center, Boulevard at the Capital Centre and
Low Country Village, we are entitled to receive payments in accordance with a
master lease agreement for space, which was not producing revenue either at the
time of or subsequent to the purchase. The master lease agreement covers rental
payments due for periods

                                       319


ranging between three months and three years from the purchase date or until the
space is leased. The percentage in the table above does not include non-revenue
producing space covered by the master lease agreement. The master lease
agreements combined with the physical occupancy results in an economic occupancy
ranging between 71% and 100% at September 30, 2004.

SUBSEQUENT EVENTS

     We paid distributions of $7,186,753 to our stockholders in October 2004.

     We issued 29,541,198 shares of common stock from October 1, 2004 through
November 5, 2004, resulting in a total of 175,825,027 shares of common stock
outstanding. As of November 5, 2004, subscriptions for a total of 173,294,068
shares were received resulting in total gross offering proceeds of
$1,732,326,464 and an additional 2,530,959 shares were issued pursuant to the
DRP for $24,044,115 of additional gross proceeds.

     On October 15, 2004, CR Investors, LLC, a 100% owned LLC of Reisterstown
Plaza Holdings, LLC (a joint venture consolidated by us), purchased a 60.94%
interest in an apartment complex known as Cardiff Hall East located in Towson,
MD for approximately $2.7 million.

     As of October 31, 2004, Cordish Power Plant Management, LLC, a Maryland
limited liability company ("CPP") admitted two new members in exchange for the
capital contributions described below that were made on November 5, 2004. CRP
Power Plant Investors, LLC, a Maryland limited liability company that is wholly
owned by Reisterstown Plaza Holdings, LLC, contributed capital in the amount of
$15 million in exchange for a 37.5% member interest in CPP. CGW Power Plant
Investors, LLC, a Maryland limited liability company that is wholly owned by
Gateway Village Holdings, LLC contributed capital in the amount of $5 million in
exchange for a 12.5% member interest in CPP. CPP owns a 99.5% interest in
Cordish Power Plant Limited Partnership. Cordish Power Plant Limited Partnership
owns a ground lease interest in a mixed use retail/office complex located in the
Inner Harbor area of Baltimore, Maryland that is known as The Power Plant. The
Power Plant contains approximately 180,000 square feet of space and is 100%
leased and occupied.

     As of October 31, 2004, Cordish Power Plant Management Number Two, LLC, a
Maryland limited liability company ("CPP2") admitted two new members in exchange
for the capital contributions described below that were made on November 5,
2004. CTC Pier IV Investors, LLC, a Maryland limited liability company that is
wholly owned by Towson Circle Holdings, LLC contributed capital in the amount of
$5 million in exchange for a 16.67% member interest in CPP2. CTOLL Pier IV
Investors, LLC, a Maryland limited liability company that is wholly owned by
Tollgate Marketplace Holding Company, LLC contributed capital in the amount of
$15 million in exchange for a 50.0% member interest in CPP2. CPP2 owns all of
the membership interest in Cordish Power Plant Number Two, LLC. Cordish Power
Plant Number Two, LLC owns a ground lease interest in a mixed use retail/office
complex located in the Inner Harbor area of Baltimore, Maryland that is known as
Pier IV Office Building. The Pier IV Office Building contains approximately
120,000 square feet of space and is 100% leased and occupied.

     We have acquired the following properties during the period October 1 to
November 5, 2004. The respective acquisitions are summarized in the table below.



                                                         Approximate       Gross
Date                                         Year          Purchase    Leasable Area
Acquired              Property               Built        Price ($)       (Sq. Ft.)         Major Tenants
-------------------------------------------------------------------------------------------------------------
                                                                         
10/05/04     Bed Bath & Beyond Plaza         2004        20,350,000          97,496     Bed, Bath & Beyond,
               Miami, FL                                                                Office Depot,


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                                                         Approximate       Gross
Date                                         Year          Purchase    Leasable Area
Acquired              Property               Built        Price ($)       (Sq. Ft.)         Major Tenants
-------------------------------------------------------------------------------------------------------------
                                                                         
                                                                                        Pier 1 Imports,
                                                                                        Party City

10/12/04     The Columns - Phase II          2004         5,740,596          44,987     Ross Dress for Less,
               Jackson, TN                                                              Old Navy

10/18/04     Denton Town Crossing          2003/2004     51,236,687         272,722     Oshman's Sporting Goods
               Denton, TX

10/19/04     Azalea Square                   2004        30,012,525         181,942     T.J. Maxx,
               Summerville, SC                                                          Linens 'N Things,
                                                                                        Ross Dress for Less,
                                                                                        Cost Plus World Market,
                                                                                        PETsMART

10/21/04     Lake Mary Pointe                1999         6,620,000          51,052     Publix
               Orlando, FL

10/25/04     Plaza at Riverlakes             2001        17,000,000         102,836     Ralph's Grocery Store
               Bakersville, CA

10/26/04     Academy Sports                  2004         5,000,000          61,001     Academy Sports
               Port Arthur, TX

10/28/04     Gurnee Town Center              2002        44,256,387         179,840     Linens 'N Things,
               Gurnee, IL                                                               Old Navy,
                                                                                        Borders Books & Music

10/29/04     CVS Pharmacy                    2004         3,066,241          10,055     CVS Pharmacy
               Sylacauge, AL

10/29/04     Academy Sports                  2004         4,250,000          61,654     Academy Sports
               Midland, TX

11/03/04     Mansfield Towne Center          2004        16,055,074         111,898     Ross Dress for Less,
               Mansfield, TX                                                            Staples

11/05/04     Winchester Commons              1999        13,022,687          93,024     Kroger
               Memphis, TN


     The mortgage debt and financings obtained during the period October 1, 2004
to November 5, 2004, are detailed in the list below.



Date                                             Annual Interest    Maturity    Principal Borrowed
Funded              Mortgage Payable                 Rate             Date              ($)
---------------------------------------------------------------------------------------------------
                                                                         
10/05/04     The Columns                              4.910%        05/01/09         11,423,300

10/06/04     Low Country Village                      4.960%        05/01/09          5,370,000

10/08/04     Lincoln Park                             4.610%        11/01/09         26,153,000

11/01/04     Academy Sports - Port Arthur, TX         5.120%        11/01/09          2,775,000


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Date                                             Annual Interest    Maturity    Principal Borrowed
Funded              Mortgage Payable                 Rate             Date              ($)
---------------------------------------------------------------------------------------------------
                                                                          
11/01/04     Harris Teeter - Wilmington, NC           4.915%        11/01/09          3,960,000

11/04/04     The Columns - Phase II                   4.950%        11/01/09          3,442,100


     We are currently considering acquiring ten properties for an estimated
purchase price of $244 million. Our decision to acquire each property will
generally depend upon no material adverse change occurring relating to the
property, the tenants or in the local economic conditions, and our receipt of
satisfactory due diligence information including appraisals, environmental
reports and lease information prior to purchasing the property. For further
information on these potential property acquisitions and financings, see "Real
Property Investments."

INFLATION

     For our multi-tenant shopping centers, inflation is likely to increase
rental income from leases to new tenants and lease renewals, subject to market
conditions. Our rental income and operating expenses for those properties owned,
or to be owned and operated under triple-net leases, are not likely to be
directly affected by future inflation, since rents are or will be fixed under
the leases, and property expenses are the responsibility of the tenants. The
capital appreciation of triple-net leased properties is likely to be influenced
by interest rate fluctuations. To the extent that inflation determines interest
rates, future inflation may have an effect on the capital appreciation of
triple-net leased properties. As of September 30, 2004, we owned 14 single-user
triple-net leased properties.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We may be exposed to interest rate changes primarily as a result of
long-term debt used to maintain liquidity and fund capital expenditures and
expansion of our real estate investment portfolio and operations. Our interest
rate risk management objectives will be to limit the impact of interest rate
changes on earnings and cash flows and to lower its overall borrowing costs. To
achieve our objectives we will borrow primarily at fixed rates or variable rates
with the lowest margins available and in some cases, with the ability to convert
variable rates to fixed rates.

     We may use derivative financial instruments to hedge exposures to changes
in interest rates on loans secured by our properties. To the extent we do, we
are exposed to credit risk and market risk. Credit risk is the failure of the
counterparty to perform under the terms of the derivative contract. When the
fair value of a derivative contract is positive, the counterparty owes us, which
creates credit risk for us. When the fair value of a derivative contract is
negative, we owe the counterparty and, therefore, it does not possess credit
risk. It is our policy to enter into these transactions with the same party
providing the financing, with the right of offset. In the alternative, we will
minimize the credit risk in derivative instruments by entering into transactions
with high-quality counterparties. Market risk is the adverse effect on the value
of a financial instrument that results from a change in interest rates. The
market risk associated with interest-rate contracts is managed by establishing
and monitoring parameters that limit the types and degree of market risk that
may be undertaken.

     During the third quarter of 2004, we entered into treasury contracts with a
futures commission merchant with yields ranging from 3.27% to 3.40% for 5 year
treasury contracts and 4.0% to 4.3% for 10 year treasury contracts. The amount
on deposit for our investment in treasury contracts is $3,712,900. On September
30, 2004, our investment in treasury contracts had a liquidation value of
$361,186 resulting in a loss of $3,351,714. As these treasury contracts are not
offsetting future commitments and therefore do

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not qualify as hedges, the net loss is recognized currently in earnings. To
offset the net loss recognized on the treasury contracts, we took advantage of
the lower treasury yields which caused the loss n the treasury contracts and
secured permanent financing in the amount of $350,000,000 for pending
acquisitions. On October 29, 2004, we liquidated all of our treasury contracts
for a liquidation value of $126,213 resulting in a cumulative net realized loss
of $3,586,687.

     With regard to variable rate financing, we assess interest rate cash flow
risk by continually identifying and monitoring changes in interest rate
exposures that may adversely impact expected future cash flows and by evaluating
hedging opportunities. We maintain risk management control systems to monitor
interest rate cash flow risk attributable to both of our outstanding or
forecasted debt obligations as well as our potential offsetting hedge positions.
The risk management control systems involve the use of analytical techniques,
including cash flow sensitivity analysis, to estimate the expected impact of
changes in interest rates on our future cash flows.

     While this hedging strategy is intended to reduce our exposure to interest
rate fluctuations, the result may be a reduction in overall returns on your
investment.

     The fair value of our debt approximates its carrying amount as of September
30, 2004.

     Our interest rate risk is monitored using a variety of techniques. The
table below presents the principal amounts and weighted average interest rates
by year and expected maturity to evaluate the expected cash flows and
sensitivity to interest rate changes.



                                   2004         2005        2006        2007          2008      Thereafter
                                   ----         ----        ----        ----          ----      ----------
                                                                              
Maturing debt
  Fixed rate debt (mortgage
    loans)                           -                -       -       56,864,550   46,227,000   911,617,213
  Variable rate debt
    (including line of credit)       -       15,035,000       -                -            -   110,998,000

Average interest rate on debt:
  Fixed rate debt                    -                -       -             4.49%        4.64%         4.69%
  Variable rate debt                 -             3.71%      -                -            -          2.74%


     We have $126,033,000 of variable rate interest averaging 2.85% as of
September 30, 2004. An increase in the variable interest rate on this debt
constitutes a market risk. If interest rates increase by 1%, based on debt
outstanding as of September 30, 2004, interest expense increases by $1,260,330
on an annual basis.

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                            DESCRIPTION OF SECURITIES

     We were formed under the laws of the State of Maryland. Your rights are
governed by Maryland law, our articles of incorporation and our bylaws. The
following summary of the terms of our stock is only a summary and you should
refer to our articles of incorporation and bylaws for a full description. Copies
of our articles of incorporation and bylaws are filed as exhibits to the
registration statement of which this prospectus is a part. You can obtain copies
of our articles of incorporation and bylaws and every other exhibit to our
registration statement. See "Where You Can Find More Information," below.

AUTHORIZED STOCK

     Our articles of incorporation provide that we may issue up to 600,000,000
shares of common stock and 10,000,000 shares of preferred stock. Upon completion
of this offering, if 250,000,000 shares are sold, there will be 500,020,000
shares of common stock outstanding and no preferred stock outstanding.

     As permitted by Maryland law, our articles of incorporation contain a
provision permitting the board, without any action by the stockholders, to amend
our articles of incorporation from time to time, to increase or decrease the
aggregate number of shares of stock and the number of shares of stock of any
class or series that we have authority to issue. Our articles of incorporation
also contain a provision permitting our board of directors, without any action
by stockholders, to classify or reclassify any unissued common stock or
preferred stock into one or more classes or series by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or distributions, qualifications or terms or
conditions of redemption of any new class or series of shares of stock.
Nevertheless, certain laws to which we are subject require the approval by a
majority of our then outstanding shares to amend our articles of incorporation
to increase or decrease the number of shares authorized by our articles of
incorporation.

     We believe that the power of our board to issue additional authorized but
unissued shares of common stock or preferred stock and to classify or reclassify
shares of stock will provide us with increased flexibility in structuring
possible future financings and acquisitions and in meeting other needs which
might arise. Following amendment of our articles of incorporation to increase
the number of our authorized shares, our board would be able to issue the
additional common stock or preferred stock without further action by our
stockholders.

COMMON STOCK

     Upon issuance of our shares for full payment in accordance with the terms
of this offering, all of the common stock we are offering will be duly
authorized, fully paid and nonassessable. Subject to the preferential rights of
any other class or series of stock and to the provisions of our articles of
incorporation regarding the restriction on the transfer of shares of our stock,
holders of our common stock will be entitled to receive distributions if
authorized and declared by our board and to share ratably in our assets
available for distribution to the stockholders in the event of a liquidation,
dissolution or winding-up.

     Each outstanding share of our common stock entitles the holder to one vote
on all matters submitted to a vote of stockholders, including the election of
directors. There is no cumulative voting in the election of directors, which
means that the holders of a majority of the outstanding common stock can elect
all of the directors then standing for election, and the holders of the
remaining common stock will not be able to elect any directors.

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     Holders of our common stock have no conversion, sinking fund, redemption,
exchange or appraisal rights, and have no preemptive rights to subscribe for any
of our securities. Our articles of incorporation provide that holders of our
common stock are not entitled to exercise any rights of an objecting stockholder
provided for under Maryland law. Shares of our common stock have equal dividend,
distribution, liquidation and other rights.

     Under Maryland law and our articles of incorporation, we cannot make
certain material changes to our business form or operations without the approval
of stockholders holding at least a majority of the shares of stock entitled to
vote on the matter. The following events, however, do not require stockholder
approval:

     -    share exchanges in which we are the acquiror;

     -    mergers with or into a 90 percent or more owned subsidiary;

     -    mergers in which we do not:

          -    reclassify or change the terms of any of our stock that is
               outstanding immediately before the effective time of the merger;

          -    amend our articles of incorporation; and

          -    issue in the merger more than 20 percent of the number of shares
               of any class or series of stock outstanding immediately before
               the merger; and

     -    transfers of less than substantially all of our assets. Our articles
          of incorporation provide that the sale of two-thirds or more of our
          assets or the then current fair market value of our properties and
          mortgages other than in the ordinary course of our business will be
          considered the sale of substantially all of our assets.

     Our bylaws provide that the presence in person or by proxy by the holders
of a majority of our outstanding shares will constitute a quorum for the
transaction of business at a meeting of our stockholders. Our articles of
incorporation provide that the election of directors requires a majority of all
the votes present in person or by proxy at a meeting of our stockholders at
which a quorum is present. Our articles of incorporation also provide that the
affirmative vote of the holders of a majority of our outstanding common stock
may remove any director with or without cause. Our articles of incorporation
provide that with respect to shares of our common stock owned by our business
manager/advisor, sponsor, directors or any affiliate, neither our business
manager/advisor, sponsor, directors nor affiliates will be permitted to vote or
consent on matters submitted to our stockholders regarding the removal of any
director. Additionally, in determining the requisite percentage interest of
voting shares of our common stock necessary to approve a matter on which our
business manager/advisor, sponsor, directors or affiliates may not vote or
consent, any shares of our common stock owned by any of them will not be
included.

     We will act as our own registrar and transfer agent for our common stock or
we will hire an outside firm to act as our registrar and transfer agent.

PREFERRED STOCK

     Shares of our preferred stock may be issued in the future in one or more
series as authorized by our board. Prior to the issuance of shares of any
series, our board is required by Maryland law and our

                                       325


articles of incorporation to fix the terms, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of redemption for each
series. Because our board has the power to establish the preferences, powers and
rights of each series of preferred stock, it may, without any consideration or
approval by our stockholders, provide the holders of any series of preferred
stock with preferences, powers and rights, voting or otherwise, senior to the
rights of holders of our common stock. The issuance of preferred stock could
have the effect of delaying, deferring or preventing a change of control of us,
including an extraordinary transaction (such as merger, tender offer or sale of
all or substantially all of our assets) that might provide a premium price for
holders of our common stock. We have no present plans to issue any preferred
stock.

ISSUANCE OF ADDITIONAL SECURITIES AND DEBT INSTRUMENTS

     Our directors are authorized to issue additional stock or other convertible
securities for cash, property or other consideration on such terms as they may
deem advisable without approval of the holders of our outstanding securities.
Our directors are also authorized to classify or reclassify any unissued shares
of our capital stock without approval of the holders of our outstanding
securities. Subject to some restrictions, including that the aggregate amount of
our borrowings in relation to our net assets may not exceed 300% of net assets,
our directors may cause us to issue debt obligations, including debt with
conversion privileges on more than one class of our capital stock. Our directors
may issue debt obligations on such terms and conditions as they may determine,
including debt with conversion privileges, where the holders of our debt
obligations may acquire our common stock. Subject to some restrictions, our
directors may also cause us to issue warrants, options and rights to buy our
common stock on such terms as they deem advisable to our stockholders, as part
of a financing arrangement, or pursuant to stock option plans. Our directors may
cause us to issue warrants, options and rights to buy our common stock and debt
with conversion privileges even though their exercise or conversion could result
in dilution in the value of our outstanding common stock.

RESTRICTIONS ON ISSUANCE OF SECURITIES

     Our articles of incorporation provide that we will not issue:

     -    common stock which is redeemable at the option of the holder;

     -    debt securities unless the historical debt service coverage in the
          most recently completed fiscal year is sufficient to properly service
          the higher level of debt;

     -    options or warrants to purchase stock to our business manager/advisor,
          sponsor, director(s) or any affiliates of our business
          manager/advisor, sponsor or directors except on the same terms as sold
          to the general public and in an amount not to exceed 10% of our
          outstanding common or preferred stock on the date of grant of any
          options or warrants; or

     -    stock on a deferred payment basis or similar arrangement.

     Our articles of incorporation also provide that we will not issue nonvoting
or assessable common stock or warrants, options or similar evidences of rights
to buy stock unless they are issued to the holders of stock ratably on a
proportional basis, as part of a financing arrangement or as part of a stock
option plan to our directors, officers or employees.

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RESTRICTIONS ON OWNERSHIP AND TRANSFER

     In order for us to continue to qualify as a REIT under the Internal Revenue
Code, shares of our stock must be beneficially owned by 100 or more persons
during at least 335 days of a taxable year of twelve months (other than the
first year for which an election to be a REIT has been made) or during a
proportionate part of a shorter taxable year. Also not more than 50% of the
value of our outstanding shares of stock may be owned, directly or indirectly,
by five or fewer individuals (as defined in the Internal Revenue Code to include
some entities such as qualified person plans) during the last half of a taxable
year (other than the first year for which an election to be a REIT has been
made).

     Our articles of incorporation, subject to some exceptions, contain
restrictions on the number of shares of our stock that a person may own. Our
articles of incorporation prohibit any person from acquiring or holding,
directly or indirectly, shares of stock in excess of 9.8% in value of the
aggregate of our outstanding shares of stock. In addition, our articles of
incorporation prohibit any person from acquiring or holding, directly or
indirectly, shares of common stock in excess of 9.8% of the aggregate number of
our outstanding shares of common stock. The 9.8% common stock ownership limit
must be measured in terms of the more restrictive of value or number of shares.

     Our board of directors, in its sole discretion, may exempt a person from
the 9.8% limit and the common stock ownership limit. However, the board may not
grant such an exception to any person whose ownership, direct or indirect, of in
excess of 9.8% of the value of our outstanding shares of stock would result in
us being "closely held" within the meaning of Section 856(h) of the Internal
Revenue Code or otherwise would result in us failing to qualify as a REIT. In
order to be considered as an excepted holder, a person also must not own,
directly or indirectly, an interest in any of our tenants (or in a tenant of any
entity owned or controlled by us) that would cause us to own, directly or
indirectly, more than a 9.9% interest in such a tenant. The person seeking an
exemption must represent to our board's satisfaction that it will not violate
these two restrictions. The person also must agree that any violation or
attempted violation of any of these restrictions will result in the automatic
transfer of the shares of stock causing the violation to a trust as explained
below. Our board may require a ruling from the Internal Revenue Service or an
opinion of counsel, in either case in form and substance satisfactory to our
board of directors in its sole discretion, in order to determine or ensure our
status as a REIT.

     In addition, our articles of incorporation prohibit any person from
beneficially or constructively owning shares of our common or preferred stock
that would result in us being "closely held" within the meaning of Section
856(h) of the Internal Revenue Code. Our articles of incorporation further
provide that any transfer of our common stock or preferred stock that would
result in our common stock and preferred stock being beneficially owned by fewer
than 100 persons will be void. Any person who acquires or attempts or intends to
acquire beneficial or constructive ownership of our common or preferred stock
that will or may violate any of the foregoing restrictions on transferability
and ownership, or any person who would have owned shares of our common or
preferred stock that resulted in a transfer of shares to the trust, is required
to give us notice immediately and to provide us with such other information as
we may request in order to determine the effect of such transfer on our status
as a REIT. The foregoing restrictions on transferability and ownership will not
apply if our board determines that it is no longer in our best interests to
attempt to qualify, or to continue to qualify, as a REIT.

     If any transfer of shares of our stock occurs which, if effective, would
result in any person beneficially or constructively owning shares of our stock
in excess or in violation of the above transfer or ownership limitations, then
the number of shares of our stock the beneficial or constructive ownership of
which would cause the person to violate the limitations will be automatically
transferred under the provisions of our articles of incorporation to a trust for
the exclusive benefit of one or more charitable beneficiaries within the meaning
of 501(c)(3) of the Internal Revenue Code. The proposed transferee that

                                       327


exceeds the ownership limitations will not acquire any rights in these shares.
The automatic transfer is deemed effective as of the close of business on the
business day, as defined in our articles of incorporation, prior to the date of
the violative transfer. Shares of stock held in the trust will continue as
issued and outstanding common stock or preferred stock. The proposed transferee
will not benefit economically from ownership or any shares of stock held in the
trust, will have no rights to dividends and will not possess any rights to vote
or other rights attributable to the shares of stock held in the trust. The
trustee of the trust will have all voting rights and rights to dividends or
other distributions with respect to shares of stock held in the trust. The
voting rights and rights to dividends will be exercised for the exclusive
benefit of the charitable beneficiary. Any dividend or other distribution paid
prior to our discovery that shares of stock have been transferred to the trustee
will be paid by the recipient of the dividend or distribution to the trustee
upon demand, and any dividend or other distributions authorized but unpaid will
be paid when due to the trustee. Any dividend or distribution paid to the
trustee will be held in trust for the charitable beneficiary. The proposed
transferee will have no voting rights with respect to shares of stock held in
the trust. Subject to Maryland law, effective as of the date that such shares of
stock have been transferred to the trust, the trustee will have the authority at
his sole discretion (i) to rescind as void any vote cast by the proposed
transferee prior to our discovery that such shares have been transferred to the
trust and (ii) to recast such vote in accordance with the desires of the trustee
acting for the benefit of the charitable beneficiary. However, if we have
already taken irreversible corporate action, then the trustee will not have the
authority to rescind and recast the vote.

     Within twenty days of receiving notice from us that shares have been
transferred to the trust, the trustee shall sell the shares to a person,
designated by the trustee, whose ownership of the shares will not violate the
ownership limitations set forth in the articles of incorporation. Upon the sale,
the interest of the charitable beneficiary in the shares sold will terminate and
the trustee will distribute the net proceeds of the sale to the proposed
transferee and to the charitable beneficiary as follows. The proposed transferee
will receive the lesser of (i) the price paid by him for the shares or, if the
proposed transferee did not give value for the shares in connection with the
event causing the shares to be held in the trust (e.g. a gift, devise or other
such transaction), the market price, as defined in our articles of
incorporation, of the shares on the day of the event causing the shares to
beheld in the trust and (ii) the price per share received by the trustee from
the sale or other disposition of the shares held in the trust. Any net sale
proceeds in excess of the amount payable to the proposed transferee will be paid
immediately to the charitable beneficiary. If, prior to our discovery that
shares of stock have been transferred to the trust, such shares are sold by the
proposed transferee, then (i) shares will be deemed to have been sold on behalf
of the trust and (ii) to the extent that the proposed transferee received an
amount for such shares that exceeds the amount that the proposed transferee was
entitled to receive, the excess will be paid to the trustee upon demand.

     In addition, shares of our stock held in the trust will be deemed to have
been offered for sale to us or our designees, at a price per share equal to the
lesser of (i) the price per share in the transaction that resulted in the
transfer to the trust, or, in the case of a devise or gift, the market price at
the time of the devise or gift, and (ii) the market price on the date we, or our
designate, accept such offer. We can accept this offer until the trustee has
sold the shares held in the trust. Upon a sale to us, the interest of the
charitable beneficiary in the shares sold will terminate and the trustee will
distribute the net proceeds of the sale to the proposed transferee.

     Our articles of incorporation require all persons who own more than 5%, or
any lower percentages as required pursuant to the Internal Revenue Code or the
regulations under the Internal Revenue Code, of our outstanding common and
preferred stock, within 30 days after the end of each taxable year, to provide
to us written notice stating their name and address, the number of shares of
common and preferred stock they beneficially own directly or indirectly, and a
description of how the shares are held. In addition, each beneficial owner must
provide to us any addition information as we

                                       328


may request in order to determine the effect, if any, of their beneficial
ownership on our status as a REIT and to ensure compliance with the 9.8%
ownership limit. In addition, each stockholder will, upon demand, be required to
provide us any information as we may request, in good faith, in order to
determine our status as a REIT and to comply with the requirements of any taxing
authority or governmental authority or to determine such compliance.

     All certificates and book entries representing any shares of our common or
preferred stock will be noted with a legend referring to the restrictions
described above. We will issue the common stock in book entry form only. This
means that we will not issue actual share certificates to each holder of our
common stock. The use of book entry only registration permits ownership of
fractional shares, protects you against loss, theft or destruction of stock
certificates and reduces offering costs. Once we accept your subscription to
purchase common stock, we will create an account in our book entry registration
system for you and credit the principal amount of your subscription to your
account. We will send you a book entry receipt indicating acceptance of your
subscription. All issuances of common stock through our distribution
reinvestment program also will be made in book entry form only.

ANTI-TAKEOVER PROVISIONS OF MARYLAND LAW AND OUR ARTICLES OF INCORPORATION AND
BYLAWS

     The following paragraphs summarize some anti-takeover provisions of
Maryland law and the material terms of our articles of incorporation and bylaws
regarding business combinations and control share acquisitions. The following
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to Maryland law and our articles of incorporation and
bylaws, copies of which are exhibits to the registration statement of which the
prospectus is a part. See "Where You Can Find More Information."

     BUSINESS COMBINATIONS. Under the Maryland Business Combination Act, an
anti-takeover statute, completion of a business combination (including a merger,
consolidation, share exchange or an asset transfer or issuance or
reclassification of equity securities) between a Maryland corporation and an
interested stockholder is prohibited for five years following the most recent
date on which the interested stockholder becomes an interested stockholder.
Maryland law defines an interested stockholder as any person who beneficially
owns ten percent or more of the voting power of the corporation's shares or an
affiliate or associate of the corporation who, at any time within the two-year
period prior to the date in question, was the beneficial owner of ten percent or
more of the voting power of the then-outstanding voting stock of the corporation
or an affiliate of such interested stockholder. A person is not an interested
stockholder if, prior to the most recent time at which the person would
otherwise have become an interested stockholder, the board of directors of the
Maryland corporation approved the transaction which otherwise would have
resulted in the person becoming an interested stockholder. The board of
directors may provide that its approval is subject to compliance with any terms
and conditions determined by the board. Following the five-year prohibition
period, any such business combination with that interested stockholder must be
recommended by the board of directors of such corporation and approved by the
affirmative vote of at least:

     -    80% of the votes entitled to be cast by holders of outstanding shares
          of voting stock of the corporation; and

     -    two-thirds of the votes entitled to be cast by holders of voting stock
          of the corporation other than shares held by the interested
          stockholder with whom (or with whose affiliate) the business
          combination is to be effected or held by an affiliate or associate of
          the interested stockholder, unless, among other conditions, the
          corporation's common stockholders receive a minimum price (as defined
          in the Maryland business combination statute) equal to the highest
          price paid by the interested stockholder for its shares and the

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          consideration is received in cash or in the same form as previously
          paid by the interested stockholder for its shares.

     These provisions of Maryland law do not apply, however, to business
combinations that are approved or exempted by our board of directors prior to
the time that the interested stockholder becomes an interested stockholder. As
permitted under Maryland law, our articles of incorporation exempt any business
combinations involving us and The Inland Group or any of its affiliates. As a
result, the five-year prohibition and the super-majority vote requirement will
not apply to any business combinations between The Inland Group or any affiliate
of The Inland Group and us. Therefore, The Inland Group or any affiliate of The
Inland Group may be able to enter into business combinations with us, which may
or may not be in the best interests of the stockholders. Nevertheless, the
provisions of the Maryland Business Combination Act, as summarized in this
section, will apply to any business combinations and interested stockholders
involving persons other than The Inland Group and its affiliates.

     CONTROL SHARE ACQUISITION. Maryland's Control Share Acquisition Act, an
anti-takeover statute, prohibits interested stockholders from engaging in
self-dealing business combinations with a Maryland corporation, except to the
extent approved by the corporation's disinterested stockholders. Maryland law
provides that control shares of a Maryland corporation acquired in a control
share acquisition have no voting rights except to the extent approved by the
corporation's disinterested stockholders by a vote of two-thirds of the votes
entitled to be cast on the matter, excluding shares owned by the corporation's
disinterested stockholders, whom the Act defines as (1) the acquiring person,
(2) the corporation's officers and (3) employees of the corporation who are also
directors. Control shares mean voting shares which, if aggregated with all other
voting shares owned by an acquiring person or which the acquiring person can
exercise or direct the exercise of voting power, would entitle the acquiring
person to exercise or direct the exercise of voting power of shares of the
corporation in electing directors within one of the following ranges of voting
power:

     -    one-tenth or more but less than one-third;

     -    one-third or more but less than a majority; or

     -    a majority or more of all voting power.

     Control shares do not include shares the acquiring person is then entitled
to vote as a result of having previously obtained stockholder approval. A
control share acquisition occurs when, subject to some exceptions, a person
directly or indirectly acquires ownership or the power to direct the exercise of
voting power of issued and outstanding control shares. A person who has made or
proposes to make a control share acquisition, upon satisfaction of some specific
conditions, including an undertaking to pay expenses, may compel our board to
call a special meeting of stockholders to be held within 50 days after that
person's demand upon the corporation to consider the voting rights to be
accorded to the control shares. If no request for a meeting is made, we may
present the question at any stockholders' meeting.

     If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by the statute, then,
subject to some statutory conditions and limitations, the corporation may redeem
any or all of the control shares (except those for which voting rights have
previously been approved) for fair value determined, without regard to the
absence of voting rights for the control shares, as of the date of the last
control share acquisition by the acquiror or of any meeting of stockholders at
which the voting rights of such shares are considered and not approved. If
voting rights for control shares are approved at a stockholders meeting and the
acquiror becomes entitled to vote a majority of the shares entitled to vote, all
other stockholders may exercise appraisal rights and be entitled to receive in
cash the fair value for their shares of our stock. The fair value of the shares
as

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determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition.

     The control share acquisition statute does not apply to shares acquired in
a merger, consolidation or share exchange if the corporation is party to the
transaction or to acquisitions approved or exempted by the articles of
incorporation or bylaws of the corporation.

     Our bylaws contain a provision exempting from the control share acquisition
statute any and all acquisitions by The Inland Group or any affiliate of The
Inland Group of our shares of stock. Nevertheless, the provisions of the
Maryland Control Share Acquisition Act, as summarized in this section, will
apply to any control share acquisition involving persons other than The Inland
Group and its affiliates.

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                         SHARES ELIGIBLE FOR FUTURE SALE

SHARES TO BE OUTSTANDING OR ISSUABLE UPON EXERCISE OR CONVERSION OF OTHER
OUTSTANDING SECURITIES

     Upon the completion of this offering, out initial offering and the
consummation of the formation transactions, we expect to have outstanding
540,020,000 shares of common stock. This includes:

     -    the 20,000 shares purchased by our business manager/advisor;

     and assumes that:

     -    we sell all 250,000,000 shares of common stock offered on a best
          efforts basis in this public offering;

     -    we sell all 20,000,000 shares to be issued under our distribution
          reinvestment program described in this offering;

     -    we sell all 250,000,000 shares of common stock offered on a best
          efforts basis in our initial public offering;

     -    we sell all 20,000,000 shares to be issued under our distribution
          reinvestment program described in our initial public offering; and

     -    that there is no exercise of options which are expected to be
          outstanding and exercisable.

     In addition, we have reserved:

     -    75,000 shares for issuance upon exercise of options which may be
          granted under our independent director stock option plan.

     Subject to the provisions of our articles of incorporation, we could issue
an undetermined number of shares of our common or preferred stock in the
discretion of our board and without the approval by our stockholders:

     -    directly for equity interests in real properties; or

     -    upon exchange of any interests in entities that own our properties or
          in other companies we control, which might be issued for equity
          interests in real properties.

     All of the common stock we are offering by this prospectus will be freely
tradable in the public market, should a public market develop, which we cannot
guarantee, without restriction or limitation under the Securities Act of 1933 by
persons other than our affiliates and soliciting dealers considered
underwriters. However, all common stock issuable by us in this offering and
otherwise will be subject to the restrictions explained under "Description Of
Securities - Restrictions on Ownership and Transfer."

SECURITIES ACT RESTRICTIONS

     The common stock owned by our affiliates will be subject to Rule 144
adopted under the Securities Act and may not be sold in the absence of
registration under the Securities Act unless an exemption from registration is
available, including exemptions contained in Rule 144.

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     In general, under Rule 144, a person, or persons whose common stock is
aggregated with them in accordance with Rule 144, who has beneficially owned
securities acquired from an issuer or an affiliate of the issuer for at least
one year, would be entitled, within any three-month period, to sell a number of
shares of common stock that does not exceed the greater of (1) 1% of the
then-outstanding number of shares or (2) the average weekly reported trading
volume of the common stock on a national securities exchange or market during
the four calendar weeks preceding each sale. Sales under Rule 144 must be
transacted in the manner specified by Rule 144 and must meet requirements for
public notice as well as public information about us. Any person who (1) is not
deemed to have been our affiliate at any time during the three months preceding
a sale, and (2) has beneficially owned our common stock for at least two years,
would be entitled to sell the common stock under Rule 144(k) without regard to
the volume limitations, manner of sale provisions, notice requirements or public
information requirements of Rule 144. An affiliate, for purposes of the
Securities Act, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or under common control with, us.

INDEPENDENT DIRECTOR STOCK OPTION PLAN

     We have established an independent director stock option plan for the
purpose of attracting and retaining independent directors. See
"Management--Independent Director Stock Option Plan." We have issued in the
aggregate options to purchase 11,500 shares of our common stock to our
independent directors, at the exercise price of $8.95 per share. One-third of
the shares will be exercisable upon their grant. An additional 63,500 shares
will be available for future option grants under the independent director stock
option plan. See "Management--Independent Director Stock Option Plan" for
additional information regarding the independent director stock option plan.
Rule 701 under the Securities Act provides that common stock acquired on the
exercise of outstanding options by affiliates may be resold by them subject to
all provisions of Rule 144 except its one-year minimum holding period. We intend
to register the common stock to be issued under the independent director stock
option plan in a registration statement or statements on SEC Form S-8 or other
appropriate form.

EFFECT OF AVAILABILITY OF SHARES ON MARKET PRICE OF SHARES

     Prior to the date of this prospectus, there has been no public market for
our common stock. No assurance can be given that a public market for our common
stock will develop. We cannot predict the effects that future sales of common
stock, including sales under Rule 144, or the availability of common stock for
future sale will have on the market price, if any, prevailing from time to time.
Sales of substantial amounts of our common stock, including shares issued upon
the exercise of options or the perception that these sales could occur, could
adversely affect prevailing market prices of our common stock and impair our
ability to obtain additional capital through the sale of equity securities. See
"Risk Factors--Risks Related to the Offering." For a description of restrictions
on transfers of common stock, see "Description of Securities--Restrictions on
Ownership and Transfer." Also, see the following section regarding registration
rights.

REGISTRATION RIGHTS

     In the future we may grant "demand" and/or "piggyback" registration rights
to:

     -    stockholders receiving our common stock directly in exchange for their
          equity interests in assets of theirs we would acquire; and

     -    persons receiving interests in any real property partnership for their
          interests in real properties we would acquire.

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     "Piggyback" registration rights allow the holder to have his, her or its
shares registered along with our shares only at such time(s) in the future when
we would choose to register some of our shares for financing purposes - that is,
to join with us in the registration of our shares. "Demand" registration rights
permit the holder of demand rights to require us to register with the SEC his,
her or its shares at such time(s) as the holder requests, regardless of any
desire by us to register our own shares for financing purposes, even if we do
not have sufficient capital resources to effect a registration of shares.

     These rights will be for registration under the Securities Act of any of
our common stock acquired by them directly. The terms and conditions of any
agreements for registration rights will be negotiated and determined at such
future time as we determine advisable in connection with the acquisition of one
or more properties or assets. Our future granting of registration rights could
include registration of the subject shares at our expense. If that were the
case, our obligation could result in a substantial expense to us at a time when
we might not be able to afford such an expense or when registration would not be
beneficial to our interests and could also hinder our future attempts to obtain
financing.

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                                       334


                     SUMMARY OF OUR ORGANIZATIONAL DOCUMENTS

     Each stockholder is bound by and is deemed to have agreed to the terms of
our organizational documents by his, her or its election to become a stockholder
of our company. Our organizational documents consist of our articles of
incorporation and bylaws. Our directors, including all the independent
directors, reviewed and unanimously ratified our articles of incorporation and
bylaws at our first board meeting, which was required. The following is a
summary of material provisions of our organizational documents and does not
purport to be complete. This summary is qualified in its entirety by specific
reference to the organizational documents filed as exhibits to our registration
statement of which this prospectus is a part. See "Where You Can Find More
Information."

     Our articles of incorporation were filed with the State Department of
Assessments and Taxation of Maryland and became operative on March 5, 2003. Our
articles of incorporation provide that we have perpetual existence. The bylaws
in their present form became operative when our board approved them on March 5,
2003. Neither our articles of incorporation nor bylaws have an expiration date.
As a result, they will remain operative in their current form throughout our
existence, unless they are amended or we are dissolved.

ARTICLES OF INCORPORATION AND BYLAW PROVISIONS

     The stockholders' rights and related matters are governed by our articles
of incorporation and bylaws and Maryland law. Some provisions of the articles of
incorporation and bylaws, summarized below, may make it more difficult to change
the composition of our board and could have the effect of delaying, deferring,
preventing a change in control of us, including an extraordinary transaction
(such as a merger, tender offer or sale of all or substantially all of our
assets) that might provide a premium price for holders of our common stock.

STOCKHOLDERS' MEETINGS

     Our bylaws provide that an annual meeting of the stockholders will be held
on the date and at such time as our board may designate. However, the meeting
will not be held less than 30 days after the delivery of our annual report to
stockholders. The purpose of each annual meeting of the stockholders is to elect
directors and to transact any other proper business. The chairman, the
president, a majority of the directors or a majority of the independent
directors may call a special meeting of the stockholders. The secretary or some
other officer must call a special meeting when stockholders holding 10% or more
of the outstanding shares entitled to vote make a written request for a meeting.
The written request may be in person or by mail and must state the purpose(s) of
the meeting and the matters to be acted upon. We have entered into an agreement
with Inland Real Estate Investment Corporation, our sponsor, which provides that
it will pay for the reasonably estimated cost to prepare and mail a notice of
any special meeting of stockholders requested by the stockholders. The meeting
will be held on a date not less than 15 nor more than 60 days after the
distribution of the notice, at the time and place specified in the notice.
Except as provided in the preceding sentence, we will give notice of any annual
or special meeting of stockholders not less than 10 nor more than 90 days before
the meeting. The notice will state the purpose of the meeting. At any meeting of
the stockholders, each stockholder is entitled to one vote for each share owned
of record on the applicable record date. In general, the presence in person or
by proxy of a majority of the outstanding shares entitled to vote at a meeting
will constitute a quorum. The affirmative vote of a majority of the shares of
our stock, present in person or by proxy at a meeting of stockholders duly
called and at which a quorum is present, will be sufficient, without the
necessity for concurrence by the directors, to elect the directors. A majority
of the votes cast at a meeting of stockholders duly called and at which a quorum
is present will be sufficient to approve any other matter which may properly
come

                                       335


before the meeting, unless more than a majority of the votes cast is required by
statute or our articles of incorporation.

BOARD OF DIRECTORS

     Our articles of incorporation and bylaws provide that we may not have fewer
than three nor more than eleven directors. Our bylaws currently provide that the
number of directors shall be seven. Our articles of incorporation require that a
majority of our directors must be independent directors. Independent directors
are directors who are not and have not been affiliated with us, our sponsor, or
our business manager/advisor, within the two years prior to their becoming our
independent director and who perform no services on our behalf other than as a
director. A vacancy on the board caused by the death, resignation or incapacity
of a director or by an increase in the number of directors, within the limits
described above, may be filled by the vote of a majority of the remaining
directors whether or not the voting directors constitute a quorum. Our articles
of incorporation require that our independent directors must nominate
replacements to vacancies in independent director positions irrespective of how
the vacancy arises. Our bylaws provide that a vacancy on our board caused by an
increase in the number of directors may be filled by a majority of the entire
board; that when a vacancy occurs as a result of the removal of a director by
our stockholders, the vacancy must be filled by a majority vote of our
stockholders; and that any director may resign at any time and may be removed
with or without cause by the affirmative vote of the holders of not less than a
majority of the outstanding shares. Our bylaws provide that the majority of
members of each committee of our board of directors be comprised of independent
directors and that all the members of our audit committee be independent
directors.

     Our articles of incorporation provide that a director must have at least
three years of relevant experience and demonstrate the knowledge required to
successfully acquire and manage the type of assets that we intend to acquire. At
least one of our independent directors must have three years of relevant real
estate experience.

STOCKHOLDER VOTING RIGHTS

     Each share of our common stock has one vote on each matter submitted to a
vote of stockholders. Shares of common stock do not have cumulative voting
rights or preemptive rights. Stockholders may vote in person or by proxy.

     Directors are elected when they receive the majority of votes of holders of
shares present in person or by proxy at a stockholders' meeting, provided there
was a quorum when the meeting commenced. A quorum is reached when the
stockholders holding a majority of the outstanding shares entitled to vote are
present either in person or represented by proxy. All questions other than
election of directors, removal of a director or directors and except as set
forth below must be decided by a majority of the votes cast at a meeting at
which a quorum is present. Maryland law provides that any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting by the unanimous written consent of all stockholders (which may be
impracticable for a publicly held corporation).

     The approval by our board and by holders of at least a majority of our
outstanding voting shares of stock is necessary for us to do any of the
following:

     -    amend our articles of incorporation, except to increase or decrease
          authorized stock as permitted by Maryland law;

     -    transfer all or substantially all of our assets other than in the
          ordinary course of business;

     -    engage in mergers, consolidations or share exchanges, except in
          certain circumstances; or

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     -    dissolve or liquidate.

     Our articles of incorporation provide that a sale of two-thirds or more of
our assets, based on the total number or the current fair market value of
properties and mortgages we own, is a sale of substantially all of our assets.
See "Description of Securities -- Common Stock" for an explanation of instances
where stockholder approval is not required.

     Our articles of incorporation provide that neither the business
manager/advisor, the sponsor, the directors, nor any affiliate may vote their
shares of stock or consent on matters submitted to the stockholders regarding
the removal of the business manager/advisor, the sponsor, the directors or any
affiliate or any transaction between us and any of them. For purposes of
determining the necessary percentage and interest of shares needed to approve a
matter on which the business manager/advisor, the sponsor, the directors and any
affiliate may not vote or consent, the shares of our common stock owned by them
will not be included.

RIGHTS OF OBJECTING STOCKHOLDERS

     As permitted by Maryland law, our articles of incorporation provide that
our stockholders are not entitled to exercise any rights of an objecting
stockholder provided for under Maryland law. As a result of this provision, our
stockholders will not have any right to dissent under Maryland law to an
extraordinary transaction, such as the merger of our company into another
company, the consolidation of our company with another company or the sale of
all or substantially all of our assets. Because our stockholders will not be
permitted to object and dissent to an extraordinary transaction, our
stockholders will receive upon completion of the extraordinary transaction the
consideration negotiated by our board of directors with the other party to the
transaction and will not in the proceedings to receive a cash payment
representing the fair value of their shares of our common stock.

STOCKHOLDER LISTS; INSPECTION OF BOOKS AND RECORDS

     Any stockholder or his designated representative will be permitted access
to all of our records at all reasonable times and may inspect and copy any of
them for the purposes specified below. We maintain an alphabetical list of
names, record addresses and business telephone numbers, if any, of all
stockholders with the number of shares held by each at our principal office. The
stockholder list is updated at least quarterly and is open for inspection by a
stockholder or his designated agent at the stockholder's request. A stockholder
may request a copy of the stockholder list to find out about matters relating to
the stockholder's voting rights and their exercise under federal proxy laws. We
will mail the stockholder list to any stockholder requesting it within 10 days
of receiving the request. We may impose a reasonable charge for expenses
incurred in reproducing the list.

     If our business manager/advisor or directors neglect or refuse to produce
or mail a copy of the stockholder list as requested, then in accordance with
applicable law and our articles of incorporation, the business manager/advisor
and the directors will be liable to the stockholder who requested the list.
Their liability will include the costs, including reasonable attorneys' fees,
incurred by the stockholder in compelling the production of the list and actual
damages suffered by the stockholder because of the refusal or neglect. However,
the fact that the actual purpose of the request is to secure the list for the
purpose of selling it, or using it for a commercial or other purpose is a
defense against liability for refusal to supply the list. We may require the
stockholder requesting the list to represent that the stockholder list is not
requested for a commercial purpose unrelated to the stockholder's interest in
us.

     In addition, our books and records are open for inspection by state
securities administrators upon reasonable notice and during normal business
hours at our principal place of business.

                                       337


AMENDMENT OF THE ORGANIZATIONAL DOCUMENTS

     Our articles of incorporation may be amended, after approval by our board,
by the affirmative vote of a majority of our then-outstanding voting shares of
stock. Our bylaws may be amended in a manner not inconsistent with the articles
of incorporation and bylaws by a majority vote of our directors present at the
board meeting. Additionally, our stockholders may amend our bylaws by the
affirmative vote of a majority of all votes cast at a meeting at which a quorum
is present.

DISSOLUTION OR TERMINATION OF THE COMPANY

     As a Maryland corporation, we may be dissolved under Maryland law at any
time with the approval of a majority of our outstanding shares of stock.
However, we anticipate that by September 15, 2008, our board will determine
whether to:

     -    apply to have our shares of common stock listed for trading on a
          national stock exchange or included for quotation on a national market
          system, provided we meet the then applicable listing requirements;
          and/or

     -    commence subsequent offerings after completion of the offering.

     If listing our shares of common stock is not feasible by that time, our
board may decide to:

     -    sell our assets individually, provided, however, that if this action
          would constitute the sale of all or substantially all of our assets,
          such an action is approved by the holders of at least a majority of
          the then-outstanding voting shares of stock;

     -    list our shares of common stock at a future date; or

     -    liquidate us within 10 years of such date, provided however, that such
          an action is approved by the holders of at least a majority of our
          then-outstanding voting shares of stock.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS

     Our bylaws provide that, with respect to our annual meeting of
stockholders, nominations for election to our board and the proposal of business
to be considered by stockholders may be made only:

     -    in accordance with our notice of the meeting;

     -    by or at the direction of our board; or

     -    by a stockholder who was a stockholder of record both at the time of
          the giving of notice and at the time of the meeting, who is entitled
          to vote at the meeting and who has complied with the advance notice
          procedures set forth in the bylaws.

     Our bylaws also provide that, with respect to special meetings of
stockholders, only the business specified in our notice of meeting may be
brought before a meeting of stockholders and nominations for election to the
board may be made only:

     -    in accordance with our notice of the meeting;

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     -    by or at the direction of our board; or

     -    provided that our board has determined that directors will be elected
          at the meeting, by a stockholder who was a stockholder of record both
          at the time of the giving of notice and at the time of the annual
          meeting, who is entitled to vote at the meeting and has complied with
          the advance notice procedures set forth in our bylaws.

A stockholder's notice for an annual meeting must be delivered to our secretary
at our principal executive offices:

     -    not less than 45 days prior to the first anniversary of the date of
          mailing of the notice of the previous year's annual meeting; or

     -    if the number of directors to be elected is increased and there is no
          announcement of that fact, at least 70 days before the first
          anniversary of the date of mailing of the notice of the previous
          year's annual meeting, or not later than the close of business on the
          tenth day of our first public announcement.

A stockholder's notice for a special meeting must be delivered to our secretary
at our principal executive offices:

     -    not earlier than the ninetieth day prior to the special meeting, and

     -    not later than the close of business on the later of either:

     -    the sixtieth day prior to the special meeting; or

     -    the tenth day following the day of our first public announcement of
          the date of the special meeting and the nominees proposed by our board
          to be elected at the meeting.

RESTRICTIONS ON CERTAIN CONVERSION TRANSACTIONS AND ROLL-UPS

     Our articles of incorporation require that some transactions involving an
acquisition, merger, conversion or consolidation in which our stockholders
receive securities in a surviving entity, a roll-up entity, must be approved by
the holders of a majority of our then-outstanding shares. Approval by a majority
of our then-outstanding shares for a transaction resulting in a roll-up entity
is only required, however, until our board determines that it is no longer in
our best interest to attempt or continue to qualify as a REIT. The holders of a
majority of the shares do not need to approve any such transaction effected
because of changes in applicable law, or to preserve tax advantages for a
majority in interest of our stockholders.

     A roll-up entity is a partnership, REIT, corporation, trust or other entity
that would be created or would survive after the successful completion of a
proposed roll-up transaction. A roll-up does not include (1) a transaction
involving securities that have been listed on a national securities exchange or
traded through The Nasdaq Stock Market -- Nasdaq National Market for at least 12
months, or (2) a transaction involving our conversion to a trust or association
form if, as a consequence of the transaction, there will be no significant
adverse change in any of the following:

     -    stockholders' voting rights;

     -    our term of existence;

                                       339


     -    sponsor or business manager/advisor compensation; or

     -    our investment objectives.

     In the event of a proposed roll-up, an appraisal of all our assets must be
obtained from a person with no current or prior business or personal
relationship with our business manager/advisor or directors. Further, that
person must be substantially engaged in the business of rendering valuation
opinions of assets of the kind we hold. The appraisal must be included in a
prospectus used to offer the securities of a roll-up entity. It must also be
filed with the Securities and Exchange Commission and the state regulatory
commissions as an exhibit to the registration statement for the offering of the
roll-up entity's shares. As a result, an issuer using the appraisal will be
subject to liability for violation of Section 11 of the Securities Act and
comparable provisions under state laws for any material misrepresentations or
material omissions in the appraisal. Our assets will be appraised in a
consistent manner and the appraisal will:

     -    be based on an evaluation of all relevant information;

     -    indicate the value of our assets as of a date immediately prior to the
          announcement of the proposed roll-up transaction; and

     -    assume an orderly liquidation of our assets over a 12-month period.

The terms of the engagement of the appraiser will clearly state that the
engagement is for the benefit of us and our stockholders. A summary of the
independent appraisal, indicating all material assumptions underlying it, will
be included in a report to the stockholders in the event of a proposed roll-up.

We may not participate in any proposed roll-up which would:

     -    result in the stockholders of the roll-up entity having rights which
          are more restrictive to stockholders than those provided in our
          articles of incorporation, including any restriction on the frequency
          of meetings;

     -    result in the stockholders having less comprehensive voting rights
          than are provided in our articles of incorporation;

     -    result in the stockholders having greater liability than provided in
          our articles of incorporation;

     -    result in the stockholders having fewer rights to receive reports than
          those provided in our articles of incorporation;

     -    result in the stockholders having access to records that are more
          limited than those provided for in our articles of incorporation;

     -    include provisions which would operate to materially impede or
          frustrate the accumulation of shares by any purchaser of the
          securities of the roll-up entity, except to the minimum extent
          necessary to preserve the tax status of the roll-up entity;

     -    limit the ability of an investor to exercise its voting rights in the
          roll-up entity on the basis of the number of the shares held by that
          investor;

                                       340


     -    result in investors in the roll-up having less comprehensive rights of
          access to the records of the roll-up than those provided in our
          articles of incorporation; or

     -    place any of the costs of the transaction on us if the roll-up is not
          approved by our stockholders.

However, with the prior approval of a majority of our then-outstanding shares of
our stock, we may participate in a proposed roll-up if the stockholders would
have rights and be subject to restrictions comparable to those contained in our
articles of incorporation.

Stockholders who vote "no" on the proposed roll-up will have the choice of:

     -    accepting the securities of the roll-up entity offered; or

     -    one of either:

     -    remaining as our stockholders and preserving their interests on the
          same terms and conditions as previously existed; or

     -    receiving cash in an amount equal to their pro rata share of the
          appraised value of our net assets.

     These provisions in our articles of incorporation, bylaws and Maryland law
could have the effect of delaying, deferring or preventing a change in control
of us, including an extraordinary transaction (such as a merger, tender offer or
sale of all or substantially all of our assets) that might provide a premium
price for holders of our common stock.

     The limitations and restrictions set forth below under " -- Limitation on
Total Operating Expenses," " -- Transactions with Affiliates," and " --
Restrictions on Borrowing" in this section will be effective until our board
determines that it is no longer in our or our stockholders' best interests that
we continue to operate as a REIT, or until such time as we fail to qualify as a
REIT.

LIMITATION ON TOTAL OPERATING EXPENSES

     Our articles of incorporation provide that, subject to the conditions
described in the following paragraph, our annual total operating expenses in any
fiscal year shall not exceed the greater of 2% of our average assets or 25% of
our net income, before any additions to or allowances for reserves for
depreciation, amortization or bad debts or other similar non-cash reserve and
before any gain from the sale of an our assets. Our independent directors have a
fiduciary responsibility to limit our annual total operating expenses to amounts
that do not exceed these limits. Our independent directors may, however,
determine that a higher level of total operating expenses is justified for such
period because of unusual and non-recurring expenses. Such a finding by our
independent directors and the reasons supporting it shall be recorded in our
minutes of meetings of our directors. If at the end of any fiscal quarter our
total operating expenses for the 12 months then ended are more than 2% of
average assets or more than 25% of net income, before any additions to or
allowances for reserves for depreciation, amortization or bad debts or other
similar non-cash revenues and before any gain from the sale of our assets,
whichever is greater, as described above, we will disclose this in writing to
the stockholders within 60 days of the end of the fiscal quarter. If our
independent directors conclude that higher total operating expenses are
justified, the disclosure will also contain an explanation of the conclusion. If
total operating expenses exceed the limitations described above and if our
directors are unable to conclude that the excess was justified, then the
business manager/advisor will reimburse us the amount by which the aggregate
annual total operating

                                       341


expenses we paid or incurred exceed the limitation. We must make the
reimbursement within 60 days after the end of the fiscal year.

TRANSACTIONS WITH AFFILIATES

     Our articles of incorporation impose restrictions on transactions between
us and our business manager/advisor, sponsor and any director or their
affiliates as follows:

     -    SALES AND LEASES TO US. We will not purchase property from our
          sponsor, business manager/advisor, directors or any of their
          affiliates, unless a majority or our disinterested directors,
          including a majority of our disinterested independent directors,
          approves it as fair and reasonable for us. The price to us can be no
          greater than the cost of the asset to our sponsor, adviser, director
          or their affiliate. If our price to us is greater than such cost,
          there must be substantial, reasonable justification for the excess
          cost. In no event will our cost for the property exceed its appraised
          value at the time we acquired it.

     -    SALES AND LEASES TO SPONSOR, BUSINESS MANAGER/ADVISOR, DIRECTOR OR ANY
          AFFILIATE. Our sponsor, business manager/advisor, directors or any of
          their affiliates will not acquire assets from us unless a majority of
          disinterested directors, including a majority of our disinterested
          independent directors, approves the transaction as being fair and
          reasonable to us. We may lease assets to our sponsor, business
          manager/advisor, director or any of their affiliates, but still only
          if a majority of our disinterested directors, including a majority of
          our disinterested independent directors, approves it as fair and
          reasonable to us.

     -    LOANS. We will not make loans to our sponsor, business
          manager/advisor, directors or any of their affiliates except as
          provided in clauses (4) and (6) under " -- Restrictions on
          Investments" below in this section, or to our wholly owned
          subsidiaries. Also, we may not borrow money from our sponsor, business
          manager/advisor, director or any of their affiliates, unless a
          majority of our disinterested directors, including a majority of our
          disinterested independent directors, approves the transaction as fair,
          competitive and commercially reasonable and no less favorable to us
          than loans between unaffiliated parties under the same circumstances.

     -    INVESTMENTS. We will not invest in joint ventures with our sponsor,
          business manager/advisor, directors or any of their affiliates, unless
          a majority of our disinterested directors, including a majority of our
          disinterested independent directors, approves the transaction as fair
          and reasonable to us and on substantially the same terms and
          conditions as those received by the other joint ventures. Neither can
          we invest in equity securities unless a majority of our disinterested
          directors, including a majority of our disinterested independent
          directors, approves the transaction as being fair, competitive and
          commercially reasonable.

     -    OTHER TRANSACTIONS. All other transactions between us and our sponsor,
          business manager/advisor, directors or any of their affiliates,
          require approval by a majority of our disinterested directors,
          including a majority of our disinterested independent directors, as
          being fair and reasonable and on terms and conditions not less
          favorable to us than those available from unaffiliated third parties.

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RESTRICTIONS ON BORROWING

     We may not incur indebtedness to enable us to make distributions except as
necessary to satisfy the requirement to distribute at least the percentage of
our REIT taxable income required for annual distribution of dividends by the
Internal Revenue Code of 1986, or otherwise as necessary or advisable to ensure
that we maintain our qualification as a REIT for federal income tax purposes.
Our aggregate borrowings, secured and unsecured, will be reasonable in relation
to our net assets and will be reviewed by our board at least quarterly. We
anticipate that, in general, aggregate borrowings secured by all our properties
will not exceed 55% of their combined fair market value. This anticipated amount
of leverage will be achieved over time. Our articles of incorporation provide
that the aggregate amount of borrowing in relation to our net assets will, in
the absence of a satisfactory showing that a higher level of borrowing is
appropriate, not exceed 300% of net assets. Any excess in borrowing over such
300% of net assets level will be:

     approved by a majority of our independent directors;

     -    disclosed to our stockholders in our next quarterly report to them,
          along with justification for such excess; and

     -    subject to approval of our stockholders.

See "Investment Objectives and Policies -- Borrowing."

RESTRICTIONS ON INVESTMENTS

     The investment policies set forth in our articles of incorporation have
been approved by a majority of independent directors. Our articles of
incorporation prohibit our investments in:

     -    any foreign currency or bullion;

     -    short sales; and

     -    any security in any entity holding investments or engaging in
          activities prohibited by our articles of incorporation.

     In addition to other investment restrictions imposed by our directors from
time to time consistent with our objective to qualify as a REIT, we will observe
the following restrictions on our investments as set forth in our articles of
incorporation:

     (1)  Not more than 10% of our total assets will be invested in unimproved
          real property or mortgage loans on unimproved real property. For
          purposes of this paragraph, "unimproved real property" does not
          include properties acquired for the purpose of producing rental or
          other operating income, properties under development or construction,
          and properties under contract for development or in planning for
          development within one year.

     (2)  We will not invest in commodities or commodity future contracts. This
          limitation does not apply to interest rate futures when used solely
          for hedging purposes.

     (3)  We will not invest in contracts for the sale of real estate.

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     (4)  We will not invest in or make mortgage loans unless we obtain an
          appraisal of the underlying property. Mortgage indebtedness on any
          property will not exceed the property's appraised value. In cases in
          which the majority of independent directors so determine, and in all
          cases in which the mortgage loan involves our business
          manager/advisor, sponsor, directors or their affiliates, we must
          obtain the appraisal from an independent expert. We will keep the
          appraisal in our records for at least five years, where it will be
          available for inspection and duplication by any stockholder. In
          addition to the appraisal, we will also obtain a mortgagee's or
          owner's title insurance policy or commitment as to the priority of the
          mortgage or condition of the title. We will not invest in real estate
          contracts of sale otherwise known as land sale contracts.

     (5)  We will not make or invest in mortgage loans, including construction
          loans, on any one property if the aggregate amount of all outstanding
          mortgage loans outstanding on the property, including our loans, would
          exceed an amount equal to 85% of the appraised value of the property.
          However, if there is substantial justification due to other
          underwriting criteria and provided that loans would not exceed the
          appraised value of the property at the date of the loans, we could
          invest in mortgage loans that exceed 85% of the appraised value of the
          property. The aggregate amount of all mortgage loans outstanding on
          the property, including the loans of the REIT, shall include all
          interest (excluding contingent participation in income and/or
          appreciation in value of the mortgaged property), the current payment
          of which may be deferred pursuant to the terms of such loans, to the
          extent that deferred interest on each loan exceeds 5% per annum of the
          principal balance of the loan.

     (6)  We will not make or invest in any mortgage loans that are subordinate
          to any mortgage or equity interest of the business manager/advisor,
          the sponsor, any director or their affiliates.

     (7)  We will not invest in equity securities unless a majority of our
          disinterested directors, including a majority of our disinterested
          independent directors, approves the transaction as being fair,
          competitive and commercially reasonable. Investments in entities
          affiliated with our business manager/advisor, the sponsor, any
          director or their affiliates are subject to the restrictions on joint
          venture investments. Notwithstanding these restrictions, we may
          purchase our own securities when traded on a national securities
          exchange or market if a majority of our directors, including a
          majority of our independent directors, determines the purchase to be
          in our best interests.

     (8)  We will not engage in any short sale nor will we borrow on an
          unsecured basis if the borrowing will result in an asset coverage of
          less than 300%.

     (9)  To the extent we invest in properties, a majority of the directors,
          including a majority of the independent directors, will approve the
          consideration paid for such properties based on the fair market value
          of the properties. If a majority of independent directors so
          determines, the fair market value will be determined by a qualified
          independent real estate appraiser selected by our independent
          directors. If any property is acquired from our sponsor, our business
          manager/advisor, any director, or any of their affiliates, the
          provisions on transactions with affiliates will apply.

     (10) We will not invest in debt that is secured by a mortgage on real
          property that is subordinate to the lien of other debt, except where
          the amount of total debt does not exceed 90% of the appraised value of
          the property. The value of all of these investments

                                       344


          may not exceed 25% of our tangible assets. The value of all
          investments in this debt that does not meet these requirements will be
          limited to 10% of our tangible assets, which would be included within
          the 25% limitation.

     (11) We will not engage in trading, as compared with investment,
          activities.

     (12) We will not engage in underwriting activities, or distribute as agent,
          securities issued by others.

     (13) We will not acquire securities in any entity holding investments or
          engaging in activities prohibited by the restrictions on investments
          set forth in the foregoing clauses (1) through (12). Temporary
          investments in cash may be in such entities.

     Our independent directors will review our investment policies at least
annually to determine whether our policies that we are following are in the best
interests of our stockholders. Subject to the above restrictions and so long as
we qualify as a REIT, a majority of our directors, including a majority of our
independent directors, may alter the investment policies if they determine that
a change is in our best interests.

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                        FEDERAL INCOME TAX CONSIDERATIONS

     We intend to qualify as a REIT under the applicable provisions of the
Internal Revenue Code of 1986, as amended, and the Treasury regulations
promulgated thereunder and receive the beneficial federal income tax treatment
described below. However, we cannot assure you that we will meet the applicable
requirements under federal income tax laws, which are highly technical and
complex. The following discusses the applicable requirements under federal
income tax laws, the federal income tax consequences to maintaining REIT status
and the material federal income tax consequences to you. Duane Morris LLP has
acted and will act as our tax counsel in connection with our election to be
taxed as a REIT, and has rendered the opinion set forth below. Some of the
federal income tax implications of your investment are set forth in the
"--Federal Income Taxation of Stockholders" section below. We, however, urge you
to consult your tax advisor with respect to the federal, state, local, foreign
and other tax consequences of the purchase, ownership and disposition of common
shares which may be particular to your tax situation.

     In brief, a corporation that invests primarily in real estate can, if it
complies with the provisions in Sections 856-860 of the Internal Revenue Code,
qualify as a REIT and claim federal income tax deductions for the dividends it
pays to its stockholders. Such a corporation generally is not taxed on its net
income that is currently distributed to its shareholders. This treatment
substantially eliminates the "double taxation" that a corporation and its
shareholders generally bear together. However, as discussed in greater detail
below, a corporation could be subject to federal income tax in some
circumstances even if it qualifies as a REIT, and would likely suffer adverse
consequences, including reduced cash available for distribution to its
stockholders, if it failed to qualify as a REIT. We intend to operate in a
manner that permits us to elect REIT status for the taxable year ending December
31, 2003, and to maintain this status in each taxable year thereafter, so long
as REIT status remains advantageous.

     Duane Morris LLP is of the opinion, assuming that the actions described in
this section are completed on a timely basis and we timely file the requisite
elections, that we have been organized in conformity with the requirements for
qualification as a REIT beginning with our taxable year ending December 31,
2003, and our proposed method of operation (as described in this prospectus)
will enable us to satisfy the applicable requirements under federal income tax
laws for qualification as a REIT. This opinion has been filed as an exhibit to
the registration statement of which this prospectus is a part, and is based and
conditioned, in part, on various assumptions made by Duane Morris LLP and
representations made to Duane Morris LLP by us and the business manager/advisor
as to factual matters. Our qualification and federal income tax treatment as a
REIT depends upon our ability to meet, through operation of the properties we
acquire and our investment in other assets, the applicable requirements under
federal income tax laws. Duane Morris LLP has not reviewed, and will not in the
future review, these operating results for compliance with the applicable
requirements under federal income tax laws. Therefore, we cannot assure you that
our actual operating results will allow us to satisfy the applicable
requirements under federal income tax laws in any taxable year. In addition,
this opinion represents Duane Morris LLP's legal judgment and is not binding on
the Internal Revenue Service.

FEDERAL INCOME TAXATION AS A REIT

     GENERAL. In any year in which we qualify as a REIT and have a valid
election in place, we will claim deductions for the dividends we pay to the
stockholders, and therefore will not be subject to federal income tax on that
portion of our REIT Taxable Income as defined Section 857(b)(2) of the Internal
Revenue Code or REIT capital gain which is distributed to our stockholders. We
will, however, be subject to federal income tax at normal corporate rates on any
REIT Taxable Income or capital gain not distributed.

                                       346


     Although we can eliminate or substantially reduce our federal income tax
liability by maintaining our REIT status and paying sufficient dividends, we
could be subject to federal income tax on certain items of income. If we fail to
satisfy either the 95% Gross Income Test or the 75% Gross Income Test (each of
which is described below), yet maintain our REIT status by meeting other
requirements, we will be subject to a penalty tax based on the amount of income
which caused us to fail these tests, as described below. We will also be subject
to a 100% federal income tax on the net income from any "prohibited
transaction," as described below. In addition, in order to retain our REIT
status, we generally must distribute annually at least 90% of our REIT Taxable
Income for such year. While we are not required to distribute REIT net capital
gain income for any year in order to retain our REIT status, we will pay tax on
such income to the extent we do not distribute it in such year. We may also be
subject to the corporate alternative minimum tax. Additionally, we will be
subject to federal income tax at the highest corporate rate on certain
"nonqualifying" income from foreclosure property. In general, foreclosure
property consists of property acquired (by foreclosure or otherwise) in
connection with the default of a loan secured by such property.

     REIT QUALIFICATION TESTS. The Code defines a REIT as a corporation, trust
or association:

     -    that is managed by one or more trustees or directors;
     -    the beneficial ownership of which is evidenced by transferable shares
          or by transferable certificates of beneficial interest;
     -    that would be taxable as a domestic corporation but for its status as
          a REIT;
     -    that is neither a financial institution nor an insurance company;
     -    the beneficial ownership of which is held by 100 or more persons on at
          least 335 days in each full taxable year, proportionately adjusted for
          a partial taxable year;
     -    generally in which, at any time during the last half of each taxable
          year, no more than 50% in value of the outstanding stock is owned,
          directly, or indirectly, by five or fewer individuals or certain
          entities; and
     -    that meets the gross income, asset and annual distribution
          requirements, described in greater detail below.

     The first four and last conditions must be met during each taxable year for
which REIT status is sought, while the other two conditions do not have to be
met until after the first taxable year for which a REIT election is made.

     Although the 25% Asset Test (as defined below) generally prevents a REIT
from owning more than 10% of the voting stock of an entity other than another
REIT, the Internal Revenue Code provides an exception for ownership of voting
stock in a "qualified REIT subsidiary." A qualified REIT subsidiary is a
corporation that is wholly owned by a REIT throughout its existence. For
purposes of the 25% Asset Test and the Gross Income Tests described below, all
assets, liabilities and tax attributes of a qualified REIT subsidiary are
treated as owned by the REIT. A qualified REIT subsidiary is not subject to
federal income tax, but may be subject to state or local tax. We may hold
investments through qualified REIT subsidiaries.

     We, in satisfying the general tests described above, must meet, among
others, the following requirements:

     SHARE OWNERSHIP TESTS. The common stock and any other stock we issue must
be held by a minimum of 100 persons (determined without attribution to the
owners of any entity owning our stock) for at least 335 days in each full
taxable year, proportionately adjusted for partial taxable years. In addition,
at all times during the second half of each taxable year, no more than 50% in
value of our stock may be owned, directly or indirectly, by five or fewer
individuals (determined with attribution to the 

                                       347


owners of any entity owning our stock). However, these two requirements do 
not apply until after the first taxable year an entity elects REIT status. In 
addition, our articles of incorporation contain provisions restricting the 
transfer of our stock, which provisions are intended to assist us in 
satisfying both requirements. Furthermore, the distribution reinvestment 
program contains provisions that prevent it from causing a violation of these 
tests as do the terms of the options granted to the independent directors and 
the warrants issuable to the dealer manager and soliciting dealers. Pursuant 
to the applicable requirements under federal income tax laws, we will 
maintain records which disclose the actual ownership of the outstanding 
stock, and demand written statements each year from the record holders of 
specified percentages of the stock disclosing the beneficial owners. Those 
stockholders failing or refusing to comply with our written demand are 
required by the Internal Revenue Code and our articles of incorporation to 
submit, with their tax returns, a similar statement disclosing the actual 
ownership of stock and certain other information. See "Description of 
Securities--Restrictions on ownership and transfer."

     ASSET TESTS. We must satisfy, at the close of each calendar quarter of the
taxable year, two tests based on the composition of our assets. After initially
meeting the Asset Tests at the close of any quarter, we will not lose our status
as a REIT for failure to satisfy the Asset Tests at the end of a later quarter
solely due to changes in value of our assets. In addition, if the failure to
satisfy the Asset Tests results from an acquisition during a quarter, the
failure can be cured by disposing of nonqualifying assets within 30 days after
the close of that quarter. We intend to maintain adequate records of the value
of our assets to insure compliance with these tests, and will act within 30 days
after the close of any quarter as may be required to cure any noncompliance.

     75% ASSET TEST. At least 75% of the value of our assets must be represented
by "real estate assets," cash, cash items (including receivables) and government
securities. Real estate assets include (i) real property (including interests in
real property and interests in mortgages on real property), (ii) shares in other
qualifying REITs, and (iii) any property (not otherwise a real estate asset)
attributable to the temporary investment of "new capital" in stock or a debt
instrument, but only for the one-year period beginning on the date we received
the new capital. Property will qualify as being attributable to the temporary
investment of new capital if the money used to purchase the stock or debt
instrument is received by us in exchange for our stock (other than amounts
received pursuant to our distribution reinvestment program) or in a public
offering of debt obligations that have a maturity of at least five years.
Additionally, regular and residual interests in a real estate mortgage
investment conduit, known as a REMIC, and regular interests in a financial asset
securitization trust, known as a FASIT, are considered real estate assets.
However, if less than 95% of the assets of a REMIC or FASIT are real estate
assets, we will be treated as holding a proportionate share of the assets and
income of the REMIC or FASIT directly.

     When we purchase new real estate properties, we intend that the purchase
contracts will apportion no more than 5% of the purchase price of any property
to property other than "real property," as defined in the Code. In addition, we
intend to invest funds not used to acquire properties in cash sources, "new
capital" investments or other liquid investments which will allow us to qualify
under the 75% Asset Test. Therefore, our investment in the real properties will
constitute "real estate assets" and should allow us to meet the 75% Asset Test.

     25% ASSET TEST. The remaining 25% of our assets may generally be 
invested subject to the following restrictions: If we invest in any 
securities that do not qualify under the 75% Asset Test, such securities may 
not exceed either (i) 5% of the value of our assets as to any one issuer; or 
(ii) 10% of the outstanding securities by vote or value of any one issuer.

     Modifications apply to the 25% Asset Test for qualified REIT subsidiaries
and taxable REIT subsidiaries. As discussed above, the stock of a "qualified
REIT subsidiary" is not counted for purposes 

                                       348


of the 25% Asset Test. A qualified REIT subsidiary is a corporation that is 
wholly owned by a REIT throughout the subsidiary's existence. All assets, 
liabilities and tax attributes of a qualified REIT subsidiary are treated as 
belonging to the REIT. A qualified REIT subsidiary is not subject to federal 
income tax, but may be subject to state or local tax. We may hold investments 
through qualified REIT subsidiaries.

     Additionally, for purposes of the 25% Asset Test, securities of a taxable
REIT subsidiary are excepted from the 10% vote and value limitations on a REIT's
ownership of securities of a single issuer. However, no more than 20% of the
value of a REIT may be represented by securities of one or more taxable REIT
subsidiaries. A taxable REIT subsidiary is a corporation (other than another
REIT) that is owned in whole or in part by a REIT, and joins in an election with
the REIT to be classified as a taxable REIT subsidiary. Corporations that
directly or indirectly operate or manage lodging or health care facilities
cannot be taxable REIT subsidiaries. A corporation that is 35% owned by a
taxable REIT subsidiary will also be treated as a taxable REIT subsidiary. A
taxable REIT subsidiary may not be a qualified REIT subsidiary, and vice versa.
As described below regarding the 75% Gross Income Test, a taxable REIT
subsidiary is utilized in much the same way an independent contractor is used to
provide certain types of services without causing the REIT to receive or accrue
certain types of non-qualifying income. In addition to utilizing independent
contractors to provide certain services in connection with the operation of our
properties, we may also utilize taxable REIT subsidiaries to carry out these
functions.

     We intend to invest funds not otherwise invested in properties in cash
sources and other liquid investments in a manner which will enable us to satisfy
the 25% Asset Test.

     GROSS INCOME TESTS. We must satisfy for each calendar year two separate
tests based on the composition of our gross income, as defined under our method
of accounting.

     THE 75% GROSS INCOME TEST. At least 75% of our gross income for the taxable
year must result from (i) rents from real property, (ii) interest on obligations
secured by mortgages on real property or on interests in real property, (iii)
gains from the sale or other disposition of real property (including interests
in real property and interests in mortgages on real property) other than
property held primarily for sale to customers in the ordinary course of our
trade or business, (iv) dividends from other qualifying REITs and gain (other
than gain from prohibited transactions) from the sale of shares of other
qualifying REITs, (v) other specified investments relating to real property or
mortgages thereon, and, (vi) for a limited time, qualified temporary investment
income, as defined under the 75% Asset Test. We intend to invest funds not
otherwise invested in real properties in cash sources or other liquid
investments in a manner that will allow us to qualify under the 75% Gross Income
Test.

     Income attributable to a lease of real property will generally qualify as
"rents from real property" under the 75% Gross Income Test (and the 95% Gross
Income Test, described below), subject to the rules discussed below:

     -    Rent from a particular tenant will not qualify if we, or an owner of
          10% or more of our stock, directly or indirectly, owns 10% or more of
          the voting stock or the total number of shares of all classes of stock
          in, or 10% or more assets or net profits of, the tenant.
     -    The portion of rent attributable to personal property rented in
          connection with real property will not qualify, unless the portion
          attributable to personal property is 15% or less of the total rent
          received under, or in connection with, the lease.
     -    Generally, rent will not qualify if it is based in whole, or in part,
          on the income or profits of any person from the underlying property.
          However, rent will not fail to qualify if it is based on a fixed
          percentage (or designated varying percentages) of receipts or sales,
          including amounts above a base amount so long as the base amount is
          fixed at the time 

                                       349


          the lease is entered into, the provisions are in accordance with 
          normal business practice and the arrangement is not an indirect 
          method for basing rent on income or profits.

     -    Rental income will not qualify if we furnish or render services to
          tenants or manage or operate the underlying property, other than
          through a permissible "independent contractor" from whom we derive no
          revenue, or through a taxable REIT subsidiary. This requirement,
          however, does not apply to the extent that the services, management or
          operations we provide are "usually or customarily rendered" in
          connection with the rental of space, and are not otherwise considered
          "rendered to the occupant."

     With respect to the "usual or customarily rendered" rule, our tenants will
receive some services in connection with their leases to the real properties. We
believe that the services to be provided are usually or customarily rendered in
connection with the rental of the properties, and, therefore, that providing
these services will not cause the rents we receive with respect to the
properties to fail to qualify as rents from real property for purposes of the
75% Gross Income Test (and the 95% Gross Income Test, described below). The
board of directors intends to hire qualifying independent contractors or to
utilize taxable REIT subsidiaries to render services which it believes, after
consultation with Duane Morris LLP, are not usually or customarily rendered in
connection with the rental of space.

     THE 95% GROSS INCOME TEST. In addition to deriving 75% of our gross income
from the sources listed above, at least 95% of our gross income (excluding gross
income from prohibited transactions) for the taxable year must be derived from
(i) sources which satisfy the 75% Gross Income Test, (ii) dividends, (iii)
interest, or (iv) gain from the sale or disposition of stock or other securities
that are not assets held primarily for sale to customers in the ordinary course
of our trade or business. It is important to note that dividends and interest on
obligations not collateralized by an interest in real property qualify under the
95% Gross Income Test, but not under the 75% Gross Income Test. We intend to
invest funds not otherwise invested in properties in cash sources or other
liquid investments which will allow us to qualify under the 95% Gross Income
Test. Our share of income from the properties will primarily give rise to rental
income and gains on sales of the properties, substantially all of which will
generally qualify under the 75% gross income and 95% Gross Income Tests. Our
anticipated operations indicate that it is likely that we will have little or no
nonqualifying income to cause adverse federal income tax consequences.

     If we fail to satisfy either the 75% Gross Income Test or the 95% Gross
Income Test for any taxable year, we may retain our status as a REIT for such
year if we satisfy the Internal Revenue Service that: (i) the failure was due to
reasonable cause and not due to willful neglect, (ii) we attach to our return a
schedule describing the nature and amount of each item of our gross income, and
(iii) any incorrect information on such schedule was not due to fraud with
intent to evade federal income tax. If this relief provision is available, we
would remain subject to a 100% tax based upon the amount by which we failed the
75% Gross Income Test or the 95% Gross Income Test.

     ANNUAL DISTRIBUTION REQUIREMENTS. In addition to the other tests described
above, we are required to distribute dividends (other than capital gain
dividends) to the stockholders each year in an amount at least equal to the
excess of: (1) the sum of: (a) 90% of our REIT Taxable Income (determined
without regard to the deduction for dividends paid and by excluding any net
capital gain); and (b) 90% of the excess of the net income (after tax) from
foreclosure property; less (2) the sum of certain types of items of non-cash
income. Whether sufficient amounts have been distributed is based on amounts
paid in the taxable year to which they relate, or in the following taxable year
if we: (1) declare a dividend before the due date of our tax return (including
extensions), (2) distribute the dividend within the 12-month period following
the close of the taxable year (and not later than the date of the first regular
dividend payment made after such declaration), and (3) file an election with our
tax return. Additionally, dividends that we 

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declare in October, November or December in a given year payable to 
stockholders of record in any such month will be treated as having been paid 
on December 31 of that year so long as the dividends are actually paid during 
January of the following year. If we fail to meet the annual distribution 
requirements as a result of an adjustment to our federal income tax return by 
the Internal Revenue Service, we may cure the failure by paying a "deficiency 
dividend" (plus penalties and interest to the Internal Revenue Service) 
within a specified period.

     If we do not distribute all of our net capital gain or distribute at least
90%, but less than 100% of our REIT Taxable Income, we will be subject to
federal income tax on the undistributed portion. Furthermore, to the extent that
we fail to distribute by year end at least the sum of: (1) 85% of our REIT
Taxable Income for such year; (2) 95% of our REIT capital gain net income for
such year; and (3) any undistributed taxable income from prior years, we would
be subject to an excise tax equal to 4% of the difference between the amount
required to be distributed under this formula and the amount actually
distributed.

     We intend to pay sufficient dividends each year to satisfy the annual
distribution requirements and avoid federal income tax on net capital gains. It
is possible that we may not have sufficient cash or other liquid assets to meet
the annual distribution requirements due to tax accounting rules and other
timing differences. We will closely monitor the relationship between our REIT
Taxable Income and cash flow and, if necessary to comply with the annual
distribution requirements, will borrow funds to fully provide the necessary cash
flow.

     FAILURE TO QUALIFY AS A REIT. If we fail to qualify for federal income tax
purposes as a REIT in any taxable year and the relief provisions are not
available or cannot be met, we will not be able to deduct our dividends and will
be subject to federal income tax (including any applicable alternative minimum
tax) on our taxable income at regular corporate rates, thereby reducing cash
available for distributions. In such event, all distributions to stockholders
(to the extent of our current and accumulated earnings and profits), will be
taxable as ordinary income. This "double taxation" results from our failure to
qualify as a REIT. Unless entitled to relief under specific statutory
provisions, we will not be eligible to elect REIT status for the four taxable
years following the year during which qualification was lost.

     PROHIBITED TRANSACTIONS. As discussed above, we will be subject to a 100%
federal income tax on any net income derived from "prohibited transactions." Net
income derived from prohibited transactions arises from the sale or exchange of
property held for sale to customers in the ordinary course of our business which
is not foreclosure property. There is an exception to this rule for sales of
property that:

     -    is a real estate asset under the 75% Asset Test;
     -    has been held for at least four years;
     -    has aggregate expenditures which are includable in the basis of the
          property not in excess of 30% of the net selling price;
     -    in certain cases, was held for production of rental income for at
          least four years;
     -    when combined with other sales in the year, either does not cause the
          REIT to have made more than seven sales of property during the taxable
          year, or occurs in a year when the REIT disposes of less than 10% of
          its assets (measured by federal income tax basis and ignoring
          involuntary dispositions and sales of foreclosure property); and
     -    in certain cases, substantially all of the marketing and development
          expenditures were made through an independent contractor.

     Although we may eventually sell some or all of our properties, our primary
intention in acquiring and operating the properties is the production of rental
income and we do not expect to hold any property for sale to customers in the
ordinary course of our business.

                                       351



     AMERICAN JOBS CREATION ACT OF 2004. The recently enacted American Jobs
Creation Act of 2004, or the 2004 Act, which, except as described below, is
effective for tax years beginning in 2005, contains a number of relief
provisions applicable to REITs. 

     First, the 2004 Act expands significantly the number and nature of 
securities that are no longer subject to testing under a 10% value test. The 
10% value test will not apply to (a) any loan made to an individual or an 
estate, (b) certain rental agreements in which one or more payments are to be 
made in subsequent years (other than agreements between a REIT and certain 
persons related to the REIT), (c) any obligation to pay rents from real 
property, (d) securities issued by governmental entities that are not 
dependent in whole or in part on the profits of (or payments made by) a 
non-governmental entity, and (e) any security issued by another REIT. The 
2004 Act also modifies the definition of "straight debt" effective for 
taxable years beginning after December 31, 2000, to provide that certain 
contingency features do not result in an obligation failing to qualify as 
straight debt. The 2004 Act does, however, limit the definition of "straight 
debt" by providing that no securities issued by a corporation or partnership 
shall qualify as straight debt if the REIT (or a "taxable REIT subsidiary" in 
which the REIT owns a greater than 50% interest, as measured by vote or 
value) owns non-straight debt securities of such issuer that represent more 
than 1% of the total value of all securities of such issuer.
 
     Second, the 2004 Act provides that, for taxable years beginning after
December 31, 2000, certain debt instruments issued by a partnership that do no
qualify as "straight debt" are not subject to testing under the 10% value test
to the extent of the REIT's interest as a partner in that partnership. In
addition, such debt instruments are excluded from testing under the 10% value
test if at least 75% of the partnership's gross income (excluding income from
"prohibited transactions") consists of income described in the 75% gross income
test discussed above.
 
     Third, the 2004 Act excludes from the 95% REIT income test any income
arising from "clearly identified" hedging transactions that are entered into by
the REIT, either directly or through certain subsidiary entities, to manage the
risk of interest rate movements, price changes, or currency fluctuations with
respect to borrowings incurred or to be incurred by the REIT to acquire or carry
real estate assets. In general for a hedging transaction to be "clearly
identified," (a) the transaction must be identified as a hedging transaction
before the end of the day on which it is entered into, and (b) the items or
risks being hedged must be identified "substantially contemporaneously" with the
hedging transaction, meaning that the identification of the items or risks being
hedged must generally occur within 35 days after the date the transaction is
entered into.
 
     Fourth, the 2004 Act contains provisions for REITs which own one or more
assets that cause a violation of the 5% value and 10% vote or value tests
described above. A REIT that fails the 5% value or the 10% vote or value tests
is excused if the failure was (a) de minimis (generally, if the value of the
assets causing the failure does not exceed the lesser of 1% of the REIT's total
assets, and $10,000,000), and (b) either the REIT disposes of the assets causing
the failure within 6 months after the last day of the quarter in which the REIT
identifies the failure, or the 5% value or the 10% vote and value tests are
otherwise satisfied within that time frame. There is an additional provision
pursuant to which a REIT that fails the asset tests in a taxable year may still
qualify as a REIT if (a) the REIT provides the IRS with a description of each
asset causing the failure, (b) the failure was due to reasonable cause and not
willful neglect, (c) the REIT pays a tax equal to the greater of $50,000 and the
highest rate of corporate tax imposed on the net income generated by the assets
causing the failure and (d) either the REIT disposes of the assets causing the
failure within six months after the last day of the quarter in which the REIT
identifies the failure, or otherwise satisfies the asset tests within that time
frame.
 
     In addition to the relief provisions described above, the 2004 Act provides
that capital gain dividends received by a foreign holder will be treated in the
same manner as ordinary income dividends, 


                                       352


provided that (1) the capital gain dividends are received with respect to a 
class of stock that is regularly traded on an established securities market 
located in the United States and (2) the foreign holder does not own more 
than 5% of that class of stock at any time during the taxable year in which 
the capital gain dividends are received.

FEDERAL INCOME TAXATION OF STOCKHOLDERS

     TAXATION OF TAXABLE DOMESTIC STOCKHOLDERS. As long as we qualify as a REIT,
distributions paid to our domestic stockholders out of current or accumulated
earnings and profits (and not designated as capital gain dividends) will be
ordinary dividend income. Distributions in excess of current and accumulated
earnings and profits are treated first as a tax-deferred return of capital to
the stockholder, reducing the stockholder's tax basis in his or her common stock
by the amount of such distribution, and then to the extent such a distribution
exceeds a stockholder's tax basis, as capital gain. Because earnings and profits
are reduced for depreciation and other noncash items, it is possible that a
portion of each distribution will constitute a tax-deferred return of capital.
Additionally, because distributions in excess of earnings and profits reduce the
stockholder's basis in our stock, this will increase the stockholder's gain on
any subsequent sale of the stock.

     Dividend income is characterized as "portfolio" income under the passive
loss rules and cannot be offset by a stockholder's current or suspended passive
losses. Corporate stockholders cannot claim the dividends received deduction for
such dividends unless we lose our REIT status. Distributions that are designated
as capital gain dividends will be taxed as long-term capital gains to the extent
they do not exceed our actual net capital gain for the taxable year. However,
corporate stockholders may be required to treat up to 20% of some types of
capital gain dividends as ordinary income. Although stockholders generally
recognize taxable income in the year that a distribution is received, any
distribution we declare in October, November or December of any year and is
payable to a stockholder of record on a specific date in any such month will be
treated as both paid by us and received by the stockholder on December 31 of the
year it was declared even if paid by us during January of the following calendar
year. Because we are not a pass-through entity for federal income tax purposes,
stockholders may not use any of our operating or capital losses to reduce their
tax liabilities. We may also decide to retain, rather than distribute, our net
long-term capital gains and pay any tax thereon. In this case, stockholders
would include their proportionate shares of such gains in income and receive a
credit on their returns for their proportionate share of our tax payments.

     In general, the sale of common stock held for more than 12 months will
produce long-term capital gain or loss. All other sales of common stock
generally will produce short-term gain or loss. In each case, the gain or loss
is equal to the difference between the amount of cash and fair market value of
any property received from the sale and the stockholder's basis in the common
stock sold. However, any loss from a sale or exchange of common stock by a
stockholder who has held such stock for six months or less will be treated as 
a long-term capital loss, to the extent of our distributions that the 
stockholder treated as long-term capital gains.

     We will report to our domestic stockholders and to the Internal Revenue
Service the amount of dividends paid during each calendar year, and the amount
(if any) of federal income tax we withhold. A stockholder may be subject to
backup withholding (the current rate of which is 30%) with respect to dividends
paid unless such stockholder: (a) is a corporation or comes within other exempt
categories; or (b) provides us with a taxpayer identification number, certifies
as to no loss of exemption, and otherwise complies with applicable requirements.
A stockholder that does not provide us with its correct taxpayer identification
number may also be subject to penalties imposed by the Internal Revenue Service.
Any amount paid as backup withholding can be credited against the stockholder's
federal income tax liability. 

                                       353


In addition, we may be required to withhold a portion of distributions made 
to any stockholders who fail to certify their nonforeign status to us. See 
"--Taxation of Foreign Stockholders" in this section.

     TAXATION OF TAX EXEMPT STOCKHOLDERS. Our distributions to a stockholder
that is a tax-exempt entity should not constitute unrelated business taxable
income, or UBTI, unless the stockholder borrows funds (or otherwise incurs
acquisition indebtedness within the meaning of the Internal Revenue Code) to
acquire its common shares, or the common shares are otherwise used in an
unrelated trade or business of the tax-exempt entity.

     Special rules apply to the ownership of REIT shares by certain tax-exempt
pension trusts. If we would fail to satisfy the "five or fewer" share ownership
test (discussed above with respect to the Share Ownership tests) because the
stock held by tax-exempt pension trusts was viewed as being held by the trusts
rather than by their respective beneficiaries, tax-exempt pension trusts owning
more than 10% by value of our stock may be required to treat a percentage of our
dividends as UBTI. This rule applies if: (1) at least one tax-exempt pension
trust owns more than 25% by value of our shares, or (2) one or more tax-exempt
pension trusts (each owning more than 10% by value of our shares) hold in the
aggregate more than 50% by value of our shares. The percentage treated as UBTI
is our gross income (less direct expenses) derived from an unrelated trade or
business (determined as if we were a tax-exempt pension trust) divided by our
gross income from all sources (less direct expenses). If this percentage is less
than 5%, however, none of the dividends will be treated as UBTI. Because of the
restrictions in our articles of incorporation of incorporation regarding the
ownership concentration of our common stock, we believe that a tax-exempt
pension trust should not become subject to these rules. However, because our
common shares may be publicly traded, we can give no assurance of this.

     Prospective tax-exempt purchasers should consult their own tax advisors as
to the applicability of these rules and consequences to their particular
circumstances.

     TAXATION OF FOREIGN STOCKHOLDERS. The following discussion is intended only
as a summary of the rules governing federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships, and foreign trusts and
estates. These rules are quite complex and prospective foreign stockholders
should consult with their own tax advisors to determine the impact of federal,
state, and local income tax laws including any reporting requirements with
respect to their investment in our REIT.

     In general, foreign stockholders will be subject to regular U.S. income tax
with respect to their investment if such investment is "effectively connected"
with the conduct of a trade or business in the U.S. A corporate foreign
stockholder that receives (or is deemed to have received) income that is
effectively connected with a U.S. trade or business may also be subject to the
30% "branch profits tax" under Code Section 884, which is payable in addition to
regular federal corporate income tax. The following discussion applies to
foreign stockholders whose investment is not considered "effectively connected."

     Generally, any dividend that constitutes ordinary income for federal income
tax purposes will be subject to a U.S. tax equal to the lesser of 30% of the
gross amount of dividends or the rate in an applicable tax treaty. Generally, a
distribution that does not exceed our earnings and profits will be treated as a
dividend taxable as ordinary income. A distribution in excess of our earnings
and profits is treated first as a nontaxable return of capital that will reduce
a foreign stockholder's basis in its common stock (but not below zero) and then
as gain from the disposition of such common stock, subject to the rules
discussed below for dispositions.

     Our distributions that are attributable to gain from the sale or exchange
of a "U.S. real property interest" are taxed to a foreign stockholder as if the
distributions were gains "effectively connected" with 

                                       354


a United States trade or business conducted by such foreign shareholder. As a 
result, a foreign stockholder will be taxed on these amounts at the capital 
gain rates applicable to a U.S. stockholder (subject to any applicable 
alternative minimum tax and a special alternative minimum tax in the case of 
nonresident alien individuals). In addition, such dividends may also be 
subject to a 30% branch profits tax when made to a corporate foreign 
stockholder that is not entitled to treaty exemptions.

     We will report to our foreign stockholders and the Internal Revenue Service
the amount of dividends paid during each calendar year, and the amount (if any)
of federal income tax we withhold. These information reporting requirements
apply regardless of whether withholding was reduced or eliminated in any
applicable tax treaty. Copies of these information returns may also be made
available under the provisions of a specific treaty or agreement with the tax
authorities in the country in which the foreign stockholder resides. As
discussed below, withholding tax rates of 30% and 35% may apply to distributions
on common stock to foreign stockholders.

     Although tax treaties may reduce our withholding obligations, we will
generally be required to withhold from dividends to foreign stockholders, and
remit to the Internal Revenue Service, 35% of any distribution that could be
designated as a capital gain dividend (regardless of the amount actually
designated as a capital gain dividend) and 30% of ordinary dividends paid out of
earnings and profits. In addition, if we designate prior dividends as capital
gain dividends, subsequent dividends, up to the amount of such prior dividends,
will be treated as capital gain dividends for withholding purposes. The amount
of federal income tax withheld is creditable against the foreign stockholder's
federal income tax liability, and if the amount of tax we withhold exceeds the
U.S. tax liability, the foreign stockholder may file for a refund of such excess
from the Internal Revenue Service. (Note that the 35% withholding tax rate on
capital gain dividends currently corresponds to the maximum income tax rate
applicable to corporations, but is higher than the 20% maximum rate on long-term
capital gains of individuals.)

     Applicable Treasury regulations provide certain presumptions under which a
foreign stockholder would be subject to backup withholding and information
reporting until we receive certification from these stockholders of their
foreign status. The regulations generally require a foreign stockholder to
provide us with federal Form W-8BEN referred to as a Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding, Form W-8ECI
referred to as a Certificate of Foreign Person's Claim for Exemption From
Withholding on Income Effectively Connected With the Conduct of a Trade or
Business in the United States, or Form W-8EXP referred to as a Certificate of
Foreign Government or Other Foreign Organization for United States Tax
Withholding certifying the foreign stockholder's entitlement to the benefits of
any treaty.

     Unless the common shares constitute a "U.S. real property interest" under
Section 897 of the Internal Revenue Code, gain on a sale of common stock by a
foreign stockholder generally will not be subject to U.S. income taxation unless
(i) investment in the common stock is effectively connected with the foreign
stockholder's U.S. trade or business, in which case, as discussed above, the
foreign shareholder would be subject to the federal income tax, or (ii) the
foreign stockholder is a nonresident alien individual who was present in the 
United States for 183 days or more during the taxable year, in which case the 
nonresident alien individual may be subject to a 30% tax on such gain.

     The common shares will not constitute a "U.S. real property interest" if we
are a "domestically controlled REIT." A domestically controlled REIT is a REIT,
which at all times during the preceding five-year period, had less than 50% in
value of its common stock held directly or indirectly by foreign stockholders.
We (or, if shorter, the period during which the REIT is in existence) expect to
be a domestically controlled REIT, and, therefore, the sale of common stock
should not be subject to such taxation for foreign stockholders, except as
discussed above. However, because the common shares may be (but are not
guaranteed to be) publicly traded, we can not assure you that we will continue
to be a 

                                       355



domestically controlled REIT. If we do not constitute a domestically 
controlled REIT, whether a foreign stockholder's gain on the sale of stock is 
subject to federal income tax as a sale of a U.S. real property interest 
depends primarily on whether the common shares are "regularly traded" on an 
established securities market and on the size of the selling stockholder's 
interest. If the gain on the sale of common shares is subject to federal 
income tax under these rules, the foreign stockholder would be subject to the 
same treatment as a U.S. stockholder with respect to the gain (subject to 
applicable alternative minimum tax and a special alternative minimum tax in 
the case of nonresident alien individuals). In any event, a purchaser of 
common stock from a foreign stockholder will not be required to withhold on 
the purchase price if the purchased shares are "regularly traded" on an 
established securities market or if we are a domestically controlled REIT. 
Otherwise, the purchaser of stock may be required to withhold 10% of the 
purchase price and remit this amount to the Internal Revenue Service.

     If the proceeds of a disposition of common stock are paid by or through a
U.S. office of a broker-dealer, the payment is generally subject to information
reporting and to backup withholding (the current rate of which is 30%) unless
the disposing foreign stockholder certifies as to his name, address and non-U.S.
status or otherwise establishes an exemption. Generally, U.S. information
reporting and backup withholding may not apply to a payment of disposition
proceeds if the payment is made outside the U.S. through a foreign office of a
foreign broker-dealer. Prospective foreign purchasers should consult their tax
advisers concerning these rules.

OTHER TAX CONSIDERATIONS

     DISTRIBUTION REINVESTMENT PROGRAM. Stockholders who participate in the
distribution reinvestment program will recognize taxable dividend income in the
amount they would have received had they elected not to participate, even though
they receive no cash. These deemed dividends will be treated as actual dividends
from us to the participating stockholders and will retain the character and
federal income tax effects applicable to all dividends. See "--Taxation of
Stockholders" in this section. Stock received under the program will have a
holding period beginning with the day after purchase, and a federal income tax
basis equal to its cost, which is the gross amount of the deemed distribution.

     STATE AND LOCAL TAXES. We and you may be subject to state or local taxation
in various jurisdictions, including those in which we transact business or
reside. Our and your state and local tax treatment may not conform to the
federal income tax consequences discussed above. Consequently, you should
consult your own tax advisors regarding the effect of state and local tax laws
on an investment in the common shares.

     LEGISLATIVE PROPOSALS. You should recognize that our and your present
federal income tax treatment may be modified by legislative, judicial or
administrative actions at any time, which may be retroactive in effect. The
rules dealing with federal income taxation are constantly under review by
Congress, the Internal Revenue Service and the Treasury Department, and
statutory changes as well as promulgation of new regulations, revisions to
existing statutes, and revised interpretations of established concepts occur 
frequently. We are not currently aware of any pending legislation that would 
materially affect our or your taxation as described in this prospectus. You 
should, however, consult your advisors concerning the status of legislative 
proposals that may pertain to a purchase of common shares. New legislation 
exempts certain dividend payments made by certain corporations from federal 
taxation. We cannot be sure what impact, if any, this or other legislation 
could have on us or you as a stockholder.

                                       356


                              ERISA CONSIDERATIONS

     The following is a summary of material considerations arising under ERISA,
including the prohibited transaction provisions of ERISA, and of Section 4975 of
the Internal Revenue Code that may be relevant to a prospective purchaser of the
shares where such prospective purchaser is an employee benefit plan, IRA or
other tax-exempt entity under the Internal Revenue Code. This discussion does
not deal with all aspects of ERISA or Section 4975 of the Internal Revenue Code
or, to the extent not preempted, state law that may be relevant to particular
employee benefit plan stockholders (including plans subject to Title I of ERISA,
other employee benefit plans and IRAs subject to the prohibited transaction
provisions of Section 4975 of the Internal Revenue Code, and governmental plans
and church plans that are exempt from ERISA and Section 4975 of the Internal
Revenue Code but that may be subject to state law and other Internal Revenue
Code requirements) in light of their particular circumstances.

     A FIDUCIARY MAKING THE DECISION TO INVEST IN SHARES ON BEHALF OF A
PROSPECTIVE INVESTOR WHICH IS A PENSION, PROFIT-SHARING, RETIREMENT, IRA OR
OTHER EMPLOYEE BENEFIT PLAN IS ADVISED TO CONSULT ITS OWN LEGAL ADVISOR
REGARDING THE SPECIFIC CONSIDERATIONS ARISING UNDER ERISA, SECTION 4975 OF THE
INTERNAL REVENUE CODE, AND (TO THE EXTENT NOT PREEMPTED) STATE LAW WITH RESPECT
TO THE PURCHASE, OWNERSHIP, OR SALE OF SHARES BY SUCH BENEFIT PLAN. BENEFIT
PLANS SHOULD ALSO CONSIDER THE ENTIRE DISCUSSION UNDER THE PRECEDING SECTION
ENTITLED "FEDERAL INCOME TAX CONSIDERATIONS," AS MATERIAL CONTAINED THEREIN IS
RELEVANT TO ANY DECISION BY A BENEFIT PLAN TO PURCHASE THE SHARES.

     In considering whether to invest a portion of the assets of a benefit plan
in shares, fiduciaries of the benefit plan should consider, among other things,
whether the investment:

     -    will be in accordance with the governing documents of the benefit plan
          and is authorized and consistent with their fiduciary responsibilities
          under ERISA;

     -    will allow the benefit plan to satisfy the diversification
          requirements of ERISA, if applicable;

     -    will result in UBTI to the benefit plan (see "Federal Income Tax
          Considerations -- Taxation of Stockholders -- Taxation of Tax-Exempt
          Stockholders");

     -    will be sufficiently liquid for the benefit plan after taking this
          investment into account; and

     -    is prudent and in the best interests of the benefit plan, its
          participants and beneficiaries under ERISA standards.

     The fiduciary of an IRA or a benefit plan not subject to Title I of ERISA
because it is a governmental or church plan or because it does not cover common
law employees should consider that such an IRA or non-ERISA plan may be subject
to prohibitions against certain related-party transactions under Section 503 of
the Internal Revenue Code, which operate similar to the prohibited transaction
rules of ERISA and the Internal Revenue Code. In addition, the fiduciary of any
governmental or church plan must consider applicable state or local laws, if
any, and the restrictions and duties of common law, if any, imposed upon such
plan. We express no opinion on whether an investment in shares is appropriate or
permissible for any governmental or church plan under Section 503 of the
Internal Revenue Code, or under any state, county, local, or other law
respecting such plan.

                                       357


     In addition to imposing general fiduciary standards of investment prudence
and diversification, ERISA and the corresponding provisions of the Internal
Revenue Code prohibit a wide range of transactions involving the assets of the
benefit plan and persons who have certain specified relationships to the benefit
plan ("parties in interest" under ERISA and "disqualified persons" under the
Internal Revenue Code).

     Benefit plan fiduciaries may not enter into a prohibited transaction
involving "plan assets" and a "party in interest" or "disqualified person" with
respect to a plan investor, unless an exemption applies. A prohibited
transaction may occur if our assets are deemed to be assets of a benefit plan
(i.e., the "look-through rule") which invests in shares and thereafter a "party
in interest" or a "disqualified person" deals with the assets in a manner not
permitted under ERISA or the Internal Revenue Code. Under such circumstances,
any person that exercises authority or control with respect to the management or
disposition of benefit plan assets is a benefit plan fiduciary and, therefore,
is a "party in interest" and a "disqualified person" capable of participating in
a prohibited transaction with the benefit plan. Thus, the actions of an employee
of ours in dealing with our assets could, under certain circumstances, cause a
benefit plan which invests in the shares to be a participant in a prohibited
transaction. While "plan assets" are not defined in ERISA or the Internal
Revenue Code, the United States Department of Labor, or the DOL, has issued
regulations that provide guidance on the circumstances under which a benefit
plan's investment in shares will be subject to the "look-through rule" and thus
result in our assets being deemed benefit plan assets. The DOL regulations
provide an exception to the "look-through rule" for a benefit plan which invests
in a "publicly-offered security." This exception would apply to the shares, if
they are part of a class of securities that is "widely-held,"
"freely-transferable," and either registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, or sold to the benefit plan pursuant to an
effective registration statement under the Securities Act of 1933, provided the
class of securities of which the security is a part are registered under the
Securities Exchange Act of 1934 within 120 days or such longer period as is
allowed by the Securities and Exchange Commission after the end of the fiscal
year of the issuer during which the offering occurred. The shares are being sold
in an offering registered under the Securities Act of 1933 and we represent that
the class of securities of which the shares are a part have been registered
under the Securities Exchange Act within the applicable time limits.

     The DOL regulations indicate that a security is "widely-held" only if it is
part of a class of securities that is owned by 100 or more investors independent
of the issuer and of one another. A security will not fail to be "widely-held"
because the number of independent investors falls below 100 subsequent to the
initial offering as a result of events beyond the issuer's control. We expect
(although no assurances can be given) that the shares will be held by over 100
independent investors and, therefore, should be considered "widely-held."

     The DOL regulations further provide that whether a security is
"freely-transferable" is a factual question to be determined on the basis of all
relevant facts and circumstances. The DOL regulations state that generally, when
a security is part of an offering in which the minimum investment is $10,000 or
less, as is the case with this offering, certain restrictions ordinarily will
not, alone or in combination, affect the determination of the finding that such
securities are "freely-transferable." One such example under the DOL regulations
is that a restriction or prohibition against a transfer or assignment which
would result in a termination or reclassification of an entity for federal or
state income tax purposes will not affect the determination of whether
securities are "freely transferable." We believe that the ownership limits
imposed under our charter of incorporation on the transfer of the shares are
designed to prevent violations of the five or fewer requirement of federal
income tax laws (which would cause a termination of REIT status for tax
purposes) or are otherwise permitted under the DOL regulations and, therefore,
will not cause the shares to not be "freely-transferable."

                                       358


     The DOL regulations are interpretive in nature and, therefore, no assurance
can be given that the DOL and the United States Department of the Treasury will
not conclude that the shares are not "freely-transferable," or not
"widely-held." However, we believe that the shares are "publicly offered
securities" for purposes of the DOL regulations and that:

     -    our assets will not be deemed to be "plan assets" of any benefit plan
          that invests in the shares; and

     -    any person who exercises authority or control with respect to our
          assets should not be treated as a benefit plan fiduciary of any
          benefit plan that invests in the shares, for purposes of the
          prohibited transaction rules of ERISA and Section 4975 of the Internal
          Revenue Code.

     In addition, a prohibited transaction may also occur under ERISA or the
Internal Revenue Code where there are circumstances indicating that:

     -    investment in the shares is made or retained for the purposes of
          avoiding application of the fiduciary standards of ERISA;

     -    the investment in the REIT constitutes an arrangement under which it
          is expected that the REIT will engage in transactions which would
          otherwise be prohibited if entered into directly by the benefit plan
          purchasing the shares;

     -    the investing benefit plan, by itself, has the authority or influence
          to cause the REIT to engage in such transactions; or

     -    the person who is prohibited from transacting with the investing
          benefit plan may, but only with the aid of its affiliates and the
          investing benefit plan, cause the REIT to engage in such transactions
          with such person.

     In any event, a fiduciary or other person investing "plan assets" of any
benefit plan should not purchase shares if we or any of our affiliates either:

     -    have investment discretion with respect to the investment of such
          assets; or

     -    have authority or responsibility to give or regularly gives investment
          advice with respect to such assets, for a fee, pursuant to an
          agreement or understanding that such advice will serve as a primary
          basis for investment decisions with respect to such assets and that
          such advice will be based on the particular investment needs of such
          benefit plan.

     Unless an exemption is available for an employer maintaining or
contributing to such benefit plans, any such purchase might result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Internal
Revenue Code.

     See "Risk Factors -- Employee Benefit Plan Risks -- Annual Statement of
Value is an Estimate" for an explanation of the annual statement of value we
will provide stockholders subject to ERISA.

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                              PLAN OF DISTRIBUTION

GENERAL

     Of the 270,000,000 shares of our common stock offered by this prospectus,
we are offering:

     -    up to 250,000,000 shares at a purchase price of $10.00 per share
          through Inland Securities Corporation, the managing dealer, to the
          public on a best-efforts basis. Our managing dealer is one of our
          affiliates. A "best-efforts" basis means that neither the managing
          dealer nor the soliciting dealers are under any obligation to purchase
          any of the shares being offered. Therefore, no specified number of
          shares are guaranteed to be sold and no specified amount of money is
          guaranteed to be raised from this offering.

     -    up to 20,000,000 shares at a purchase price of $9.50 per share for
          issuance through our distribution reinvestment program which will
          provide you with an opportunity to purchase additional shares of our
          common stock at a reduced rate by reinvesting your distributions.

     The offering price of our stock is subjective and was determined by our 
board of directors. Our board of directors determined the offering price 
based on the offering price in our initial public offering, the offering 
price of earlier REITs organized by our sponsor, the range of offering prices 
of other REITs that do not have a public trading market and the 
recommendation of the managing dealer based on its consultations with likely 
soliciting dealers. This offering will commence as of the date of this 
prospectus. The offering will terminate on or before, December [.], 2005, 
unless we elect to extend it to a date no later than December [.], 2006 in 
states that permit an extension. We reserve the right to terminate this 
offering at any time.

     Our dealer manager is a wholly owned subsidiary of our sponsor, Inland Real
Estate Investment Corporation. Our dealer manager was also the dealer manager
for the offerings for Inland Real Estate Corporation and Inland Retail Real
Estate Trust, Inc. Inland Real Estate Corporation raised approximately
$696,827,000 in its offerings. Inland Retail Real Estate Trust, Inc. raised
approximately $2,262,000,000 in its offerings.

     Our sponsor is an affiliate of our dealer manager.

ESCROW CONDITIONS

     If you are qualified to participate in this offering, the proceeds from
your subscription will be deposited in a segregated escrow account with the
escrow agent, LaSalle Bank National Association, 120 South LaSalle Street,
Chicago, Illinois, and will be held in trust for your benefit, pending release
to us. Your investment will not be commingled with any other funds.

     We will accept or reject subscriptions within 10 days after our receipt of
a fully completed copy of the subscription agreement and payment for the number
of shares of common stock subscribed for. You will not be entitled to interest
earned on our funds or to receive interest on your investment.

     The escrow agreement provides that the escrow agent will be appointed as an
investment manager by a named fiduciary of any ERISA plan that is providing
money to the escrow. The escrow agreement among us, the managing dealer, and the
escrow agent also provides (1) that until all the conditions precedent for
transferring the monies held in escrow are met, the escrow property may be
considered plan assets under ERISA and the escrow holder shall act as a
fiduciary to any benefit plan with respect to those assets, and (2) that the
property will be returned to the benefit plan if the conditions precedent are
not met in a reasonable period of time.

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SUBSCRIPTION PROCESS

     We are offering up to 250,000,000 shares of our common stock to the public
through the managing dealer and the soliciting dealers. The agreement between
our managing dealer and the soliciting dealers requires the soliciting dealers
to make diligent inquiries of you in order to determine whether a purchase of
our common stock is suitable for you, and to transmit promptly to us the
completed subscription documentation and any supporting documentation we may
reasonably require.

     The managing dealer or a soliciting dealer is also required to deliver to
you a copy of this prospectus and its appendices. We plan to make this
prospectus and the appendices available electronically to the managing dealer
and the soliciting dealers, as well as to provide them paper copies. As a
result, if the managing dealer or a soliciting dealer chooses, with your prior
consent, it may provide you with the option of receiving this prospectus and the
appendices electronically. In any case, however, you may always receive a paper
copy upon request. For at least six years, we shall maintain records of the
information we have to determine that an investment in our shares is suitable
and appropriate for a stockholder.

     Our common stock is being sold as subscriptions for the common stock are
received and accepted by us, subject to the satisfaction by us of the conditions
described in the section immediately above. We have the unconditional right to
accept or reject your subscription within 10 days after our receipt of a fully
completed copy of the subscription agreement and payment for the number of
shares of common stock subscribed for. If we accept your subscription, a
confirmation will be mailed to you not more than three business days after our
acceptance. No sale of our common stock may be completed until at least five
business days after the date you receive this prospectus and, if required by
state regulatory authorities, a copy of our organizational documents. If for any
reason your subscription is rejected, your funds and your subscription agreement
will be returned to you, without interest or deduction, within 10 days after
receipt.

     We no longer issue paper stock certificates for all subscriptions for 
common stock accepted by us. We also are responsible for all stock books and 
records and serve as our own stock transfer agent, processing stock 
transfers. We are currently moving to a "book entry" system for our stock 
records. Under a book entry system, we would no longer issue paper stock 
certificates. Using this system would eliminate the need for safekeeping by 
you to protect against loss, theft or destruction of stock certificates. We 
are currently interviewing firms to serve as our stock transfer agent. When 
we hire a third party stock transfer agent, we may need to modify our 
distribution reinvestment program and some of our other stock holding 
processs. For example, it is likely that we will no longer issue fractional 
shares. Further, it is likely we will ask all stockholdesr to remit currently 
outstanding stock certificates so that they may be held in book entry form. 
In order to transition into the book entry form, effective October 1, 2004 we 
stopped issuing stock certificates for new subscriptions or for shares earned 
through participation in the distribution reinvestment program. All shares 
issued in this offering will be held in book entry form.

REPRESENTATIONS AND WARRANTIES IN THE SUBSCRIPTION AGREEMENT

     The subscription agreement requires you to make the following factual
representations:

     -    Your tax identification number set forth in the subscription agreement
          is accurate and you are not subject to backup withholding;

     -    You received a copy of this prospectus not less than five business
          days prior to signing the subscription agreement (unless your state
          requires otherwise);

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     -    You meet the minimum income, net worth and any other applicable
          suitability standards established for you, as described in "Who May
          Invest," which appears earlier in this prospectus;

     -    You are purchasing our common stock for your own account; and

     -    You acknowledge that our common stock cannot be readily sold.

     Each of the above representations is included in the subscription agreement
in order to help satisfy our responsibility to make every reasonable effort to
determine that the purchase of our common stock is a suitable and appropriate
investment for you and that appropriate income tax reporting information is
obtained. We will not sell any common stock to you unless you are able to make
the above factual representations by executing the subscription agreement.

     By executing the subscription agreement, you will not be waiving any rights
under the federal securities laws.

DETERMINATION OF YOUR SUITABILITY AS AN INVESTOR

     We, our managing dealer, each soliciting dealer and our sponsor will make
reasonable efforts to determine that you satisfy the suitability standards set
forth herein and that an investment in our common stock is an appropriate
investment for you. The soliciting dealers must determine whether you can
reasonably benefit from this investment. In making this determination, the
soliciting dealers will consider whether:

     -    you have the capability of understanding fundamental aspects of our
          business based on your employment experience, education, access to
          advice from qualified sources such as attorneys, accountants and tax
          advisors and prior experience with investments of a similar nature;

          -    you have an apparent understanding of:

          -    the fundamental risks and possible financial hazards of this type
               of investment;

          -    that the shares cannot be readily sold;

          -    the role of our business manager/advisor in directing or managing
               your investment in us; and

          -    the tax consequences of your investment; and

     -    you have the financial capability to invest in our common stock.

     By executing the subscription agreement, each soliciting dealer
acknowledges its determination that our common stock is a suitable investment
for you. Each soliciting dealer is required to represent and warrant that it has
complied with all applicable laws in determining the suitability of our common
stock as an investment for you. We and our affiliates will coordinate the
processes and procedures used by the managing dealer and the soliciting dealers
and, where necessary, implement additional reviews and procedures to determine
that you meet the suitability standards set forth in this prospectus.

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COMPENSATION WE WILL PAY FOR THE SALE OF OUR SHARES

     Except for the special sales described later in this section, we will pay
the managing dealer cash selling commissions of 7.5% on all of the up to
250,000,000 shares of common stock sold on a best-efforts basis. Of this 7.5%
selling commissions, the managing dealer will reallow up to 7% to soliciting
dealers as compensation for their services in soliciting and obtaining
subscriptions from you and other investors. Except for the special sales
described later in this section, we will pay an additional 2.5% of the gross
proceeds from this offering to the managing dealer as a marketing allowance in
lieu of reimbursement of expenses associated with marketing, and we may
reimburse the managing dealer for its bona fide due diligence expenses and for
those of the soliciting dealers. The maximum reimbursement, however, will not
exceed 0.5% of the gross proceeds from the up to 250,000,000 shares sold. The
managing dealer may, at its discretion, retain or give all or any portion of the
marketing allowance and due diligence expense allowance to soliciting dealers.
Generally, the managing dealer will not give any portion of the marketing
allowance to soliciting dealers unless they have a prescribed minimum annual
sales volume of our common stock. Marketing and due diligence costs paid by the
managing dealer on behalf of, or to, the soliciting dealers will be deducted
from any marketing allowance or due diligence expense allowance otherwise
payable to the soliciting dealers.

     The following table shows the compensation payable to our dealer manager.



Type of Compensation                     Amount                                 Estimated Maximum Amount
------------------------------------------------------------------------------------------------------------
                                                                          
Selling commissions                      7.5% of sale price for each share      $ 187,500,000

Marketing allowance                      2.5% of gross offering proceeds        $ 62,500,000

Due diligence allowance                  0.5% of gross offering proceeds        $ 12,500,000


     We will not pay selling commissions, marketing allowances or due diligence
expense allowances in connection with the following special sales:

     -    the sale of common stock in connection with the performance of
          services to our employees, directors and associates and our
          affiliates, our business manager/advisor, affiliates of our business
          manager/advisor, the managing dealer or their respective officers and
          employees and some of their affiliates; and

     -    the purchase of common stock under the distribution reinvestment
          program.

     -    No selling commissions will be paid in connection with the following
          special sales:

     -    the sale of our common stock to one or more soliciting dealers and to
          their respective officers and employees and some of their respective
          affiliates who request and are entitled to purchase common stock net
          of selling commissions;

     -    the sale of common stock to investors whose contracts for investment
          advisory and related brokerage services include a fixed or "wrap" fee
          feature; and

     -    the common stock credited to an investor as a result of a volume
          discount.

     It is illegal for us to pay or award any commissions or other compensation
to any person engaged by you for investment advice as an inducement to such
advisor to advise you to purchase our common

                                       363


stock; however, nothing herein will prohibit a registered broker dealer or other
properly licensed person from earning a sales commission in connection with a
sale of the common stock.

     We will not pay any registered investment advisory fees in connection with
any purchase by you of our common stock, although you may elect to have your
registered investment advisory fees deducted from your account with us and paid
directly to your registered investment advisor. See "How to Subscribe."

VOLUME DISCOUNTS

     Investors making an initial purchase of at least $250,010 of common stock
(25,001 shares) through the same soliciting dealer will receive a reduction of
the reallowable 7.0% selling commission payable in connection with the purchase
of those shares in accordance with the following schedule:

                        AMOUNT OF PURCHASER'S INVESTMENT



                                                                                          MAXIMUM
   AMOUNT OF SELLING                                                                    COMMISSION
    VOLUME DISCOUNT                 FROM                       TO                        PER SHARE
-----------------------      ------------------       ---------------------      -------------------------
                                                                                   
           1%                  $      250,010            $       500,000                    6%

           2%                  $      500,010            $     1,000,000                    5%

           3%                  $    1,000,010            $     2,500,000                    4%

           4%                  $    2,500,010            $     5,000,000                    3%

           5%                  $    5,000,010            $    10,000,000                    2%

           6%                  $   10,000,010                   and over                    1%


     Any reduction in the amount of the selling commissions in respect of volume
discounts received will be credited to the investor in the form of additional
whole shares or fractional shares. Selling commissions will not be paid on any
such whole shares or fractional shares issued for a volume discount.

     Some purchases may be combined for the purpose of qualifying for a volume
discount, and for determining commissions payable to the managing dealer or the
soliciting dealers, so long as all the combined purchases are made through the
same soliciting dealer. Subscriptions made in this offer will be combined with
other subscriptions in this offering for the purposes of computing amounts
invested. Purchases by spouses will also be combined with other purchases by you
and will be combined with other purchases of common stock to be held as a joint
tenant or as tenants-in-common by you with others for purposes of computing
amounts invested. Purchases by entities not required to pay federal income tax
may only be combined with purchases by other entities not required to pay
federal income tax for purposes of computing amounts invested if investment
decisions are made by the same person. If the investment decisions are made by
an independent investment advisor, that investment adviser may not have any
direct or indirect beneficial interest in any of the entities not required to
pay federal income tax whose purchases are sought to be combined. You must mark
the "Additional Investment" space on the subscription agreement signature page
in order for purchases to be combined. We are not responsible for failing to
combine purchases if you fail to mark the "Additional Investment" space.

     If the subscription agreements for the purchases to be combined are
submitted at the same time, then the additional common stock to be credited to
you as a result of such combined purchases will be credited on a pro rata basis.
If the subscription agreements for the purchases to be combined are not

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submitted at the same time, then any additional common stock to be credited as a
result of the combined purchases will be credited to the last component
purchase, unless we are otherwise directed in writing at the time of the
submission. However, the additional common stock to be credited to any entities
not required to pay federal income tax whose purchases are combined for purposes
of the volume discount will be credited only on a pro rata basis based on the
amount of the investment of each entity not required to pay federal income tax
and their combined purchases.

     Notwithstanding the preceding paragraphs, you may not receive a discount
greater than 5% on any purchase of shares if you already own, or may be deemed
to already own, any shares. This restriction may limit the amount of the volume
discount available to you after your initial purchase and the amount of
additional shares that you may be credited as a result of the combination of
purchases.

     In the case of subsequent investments or combined investments, a volume
discount will be given only on the portion of the subsequent or combined
investment that caused the investment to exceed the breakpoint. For example, if
you are investing $50,000 with us today, but had previously invested $240,000,
these amounts can be combined to reach the $250,010 breakpoint, which will
entitle you to a lower sales commission on your current $50,000 investment.

DEFERRED COMMISSION OPTION

     DETERMINATION OF THE NUMBER OF SHARES TO BE ISSUED AND THE AMOUNT OF THE
DEFERRED SELLING COMMISSIONS. You may agree with the participating soliciting
dealer and the managing dealer to have selling commissions due with respect to
the purchase of your shares paid over a period of up to six years pursuant to a
deferred commission option arrangement. Our net proceeds from this offering will
not be affected by the election of the deferred commission option. Under this
arrangement and based upon a $10 per share deemed value to each share issued, if
you elect the deferred commission option, you will pay a 1.5% selling commission
upon subscription, of which 1% will be reallowed upon subscription, rather than
the 7.5% selling commission, of which 7% is reallowable, and we will deduct an
amount equal to up to 1% selling commission per year thereafter for up to the
next six years from cash distributions otherwise payable to you. For example, if
you elect the deferred commission option, you will be required to pay a total of
$9.40 per share purchased upon subscription, rather than $10 per share, with
respect to which $0.15 per share will be payable as selling commissions due upon
subscription, of which $0.10 per share will be reallowed (based on the number of
shares that would have been issued if the deferred commission option had not
been elected). For example, for a $100,000 initial investment, we will issue
10,638.298 shares ($100,000 divided by $9.40), and you would pay maximum selling
commissions of $1,500 upon subscription ($0.15 times the 10,000 shares which
would have been issued for $100,000 if the deferred commission option had not
been elected), of which $1,000 is reallowable. For each of the up to six years
following the subscription, on a date or dates to be determined from time to
time by the managing dealer (initially contemplated to be monthly as of when
distributions are paid), we will deduct $0.10 per share (based on the number of
shares that would have been issued if the deferred commission option had not
been elected) on an annual basis from cash distributions otherwise payable to
you. This amount will be used to pay deferred commission obligations. In the
example of an initial cash investment of $100,000, $1,000 would be deducted on
an annual basis and used in the above described manner for each of the six years
following the subscription. The managing dealer will pay the selling commissions
paid upon subscription and in each of the following up to six years, which
selling commissions may be reallowed to the soliciting dealer by the managing
dealer and the deferred commission obligations would be satisfied.

     As in any volume discount situation, selling commissions are not paid on
any shares issued for a volume discount. Therefore, when the deferred commission
option is used, we will not make deductions for deferred commission obligations
from cash distributions payable on the shares issued for a volume discount,
because there will not be any deferred commission obligation as to those
particular shares. The

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number of shares issued, if any, for a volume discount, will be determined as
provided above under "Plan of Distribution--Volume Discounts."

     TAXES. If you elect the deferred commission option and you are subject to
federal income taxation, you will incur tax liability for cash distributions
payable to them with respect to their shares even though we will withhold such
cash distributions and will instead pay third parties to satisfy deferred
commission obligations.

     SUBSCRIPTION AGREEMENT. If you wish to elect the deferred commission
option, you must make the election on the subscription agreement/signature page.
In addition, the broker-dealer must also complete and sign the subscription
agreement/signature page to acknowledge its agreement to the deferred commission
option.

     AUTHORIZATION TO WITHHOLD CASH DISTRIBUTIONS. If you elect the deferred
commission option you will be authorizing us to withhold cash distributions
otherwise payable to you for the purpose of paying selling commissions due under
the deferred commission option; provided, however, that in no event may we
withhold in excess of $0.60 per share in the aggregate (lower when the volume
discount provisions are also applicable and less than 6% of the selling
commissions are deferred) under the deferred commission option.

     ACCELERATION OF DEFERRED COMMISSION OBLIGATION. If our shares become listed
for trading on a national securities exchange or included for quotation on a
national market system, or such listing or inclusion is reasonably anticipated
to occur at any time prior to the satisfaction of the remaining deferred
commission obligations, we will accelerate the remaining selling commissions due
under the deferred commission option. In such event, we will provide notice of
such acceleration to stockholders who have elected the deferred commission
option. The amount of the remaining selling commissions due will be deducted and
paid by us out of cash distributions otherwise payable to such stockholders
during the time period prior to any such listing of the shares for trading on a
national securities exchange or inclusion for quotation on a national market
system. However, in no event may we withhold in excess of $0.60 per share in the
aggregate during the six-year period following the subscription. The maximum
amount that we may withhold and the maximum number of years for which we may
offer selling commissions will be lower when the volume discount provisions are
also applicable and less than 6% of the selling commissions are deferred. To the
extent that the cash distributions during such time period are insufficient to
satisfy the remaining deferred selling commissions due, the obligation of us and
our stockholders to make any further payments of deferred selling commissions
under the deferred commission option shall terminate and the managing dealer
(and participating soliciting dealers if the deferred selling commissions are
reallowed to them by the managing dealer) will not be entitled to receive any
further portion of the unpaid deferred selling commissions following any such
listing for trading or inclusion for quotation of our shares.

     In addition, if you elect the deferred commission option and subsequently
elect to participate in our share repurchase program or request that we transfer
your shares for any other reason prior to the time that the remaining deferred
selling commissions have been deducted from cash distributions otherwise payable
to you during the mentioned period of up to six years, then we will accelerate
the remaining selling commissions due under the deferred commission option. In
such event, we shall provide notice of such acceleration to you, and:

     -    in the case of an election to sell the shares under our share
          repurchase program, you will be required to pay to us the unpaid
          portion of the remaining deferred commission obligation prior to or
          concurrently with our purchase of your shares pursuant to our share
          repurchase program or we may deduct such unpaid portion of the
          remaining deferred

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          commission obligation from the amount otherwise due to you for our
          purchase of your shares under our share repurchase program; or

     -    if you request that we transfer the shares for any other reason, you
          will not be entitled to effect any such transfer until you first
          either:

          -    pay to us the unpaid portion of the remaining deferred commission
               obligation; or

          -    provide a written instrument in form and substance satisfactory
               to us, and appropriately signed by the transferee, to the effect
               that the proposed transferee agrees to have the unpaid portion of
               the remaining deferred commission obligation deducted from cash
               distributions otherwise payable to the transferee during the
               remaining portion of the specified up to six year period.

     LEGEND. All certificates or book entries representing any shares that elect
the deferred commission option (including any shares issued for the volume
discount in connection with the election of the deferred commission option) will
be noted with a legend referring to the fact that such shares are subject to the
terms of the deferred commission option including the withholding of cash
distributions otherwise payable to the stockholders for the purpose of paying
the deferred selling commission obligation.

     MARKETING ALLOWANCE AND DUE DILIGENCE EXPENSE ALLOWANCE. The marketing
allowance of 2.5% and the due diligence expense allowance of 0.5% will be
payable by us on the gross offering proceeds for all of the shares issued based
on an assumed price of $10 per share. We will pay those amounts due from the
proceeds we receive at the time of the initial investment.

INDEMNIFICATION

     We will indemnify the managing dealer and the soliciting dealers against
liabilities, including liabilities under the Securities Act of 1933, if one or
more of the following conditions are met:

     -    there has been a successful adjudication on the merits of each count
          involving alleged securities law violations as to the particular
          indemnitee and a court of competent jurisdiction has approved
          indemnification of the litigation costs; or

     -    the claims have been dismissed with prejudice on the merits by a court
          of competent jurisdiction as to the particular indemnitee and the
          court has approved indemnification of the litigation costs; or

     -    a court of competent jurisdiction approves a settlement of the claims
          against a particular indemnitee and approves indemnification of the
          settlement and related costs after being advised of the position of
          the Securities and Exchange Commission and the published opinions of
          any state securities regulatory authority in which our common stock
          was offered and sold respecting the availability and/or propriety of
          indemnification for securities law violations. The soliciting dealer
          will be required to indemnify us and our business manager/advisor
          against such liabilities.

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     In the opinion of the Securities and Exchange Commission, indemnification
for liabilities arising under the Securities Act of 1933 is against public
policy and, therefore, unenforceable. The managing dealer and each of the
soliciting dealers may be deemed to be an "underwriter" as that term is defined
in the Securities Act of 1933.

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                                       368


                                HOW TO SUBSCRIBE

     Investors who meet the suitability standards described above may purchase
shares of common stock. See "Who May Invest" and "Plan of Distribution --
Determination of Your Suitability as an Investor," above, for the suitability
standards. Investors who want to purchase shares must proceed as follows:

     -    Read the entire prospectus and the current supplement(s), if any,
          accompanying the prospectus.

     -    Complete the execution copy of the subscription agreement. A specimen
          copy of the subscription agreement, including instructions for
          completing it, is included in the prospectus as APPENDIX C.

     -    Deliver a check for the full purchase price of the shares being
          subscribed for, payable to "LBNA/Escrow Agent for IWRRETI", along with
          the completed subscription agreement to the soliciting dealer. If you
          are qualified to participate in this offering, for administrative
          convenience, the proceeds from your subscription will be deposited in
          a segregated escrow account with the escrow agent, LaSalle Bank
          National Association, 120 South LaSalle Street, Chicago, Illinois, and
          will be held in trust for your benefit, pending release to us. Your
          investment will not be commingled with any other funds. Subscription
          proceeds are expected to be released to us as subscriptions are
          accepted. We will accept or reject subscriptions within ten days after
          we receive them. The name of your soliciting dealer appears on your
          subscription agreement.

     -    By executing the subscription agreement and paying the full purchase
          price for the shares subscribed for, each investor attests that he or
          she meets the suitability standards as stated in the subscription
          agreement and agrees to be bound by all of its terms.

     In addition, if a subscriber elects the deferred commission option, he or
she must do so by completing and signing the subscription agreement/signature
page of the form of subscription agreement. The soliciting dealer must also
complete and sign the subscription agreement/signature page to acknowledge its
agreement to the deferred commission option. This is more fully explained under
"Plan of Distribution - Deferred Commission Option."

     A sale of the shares may not be completed until at least five business days
after the subscriber receives the prospectus. Within 10 days, and generally
within 24 hours, of our receipt of each completed subscription agreement, we
will accept or reject the subscription. If we accept the subscription, we will
mail a confirmation within three days. If for any reason we reject the
subscription, we will promptly return the check and the subscription agreement,
without interest or deduction, within 10 days after we received it.

     An approved trustee must process through us and forward to us subscriptions
made through individual retirement accounts, Keogh plans and 401(k) plans. In
the case of individual retirement accounts, Keogh plans and 401(k) plan
stockholders, we will send the confirmation to the trustee.

     You have the option of placing a transfer on death, or TOD, designation on
your shares purchased in this offering. A TOD designation transfers ownership of
the shares to your designated beneficiary upon your death. This designation may
only be made by individuals, not entities, who are the sole or joint owners with
right of survivorship of the shares. This option, however, is not available to
residents of the States of Louisiana, New York and North Carolina. If you would
like to place a transfer on death

                                       369


designation on your shares, you must check the TOD box on the subscription
agreement and you must complete and return the transfer on death form included
as APPENDIX D to this prospectus in order to effect the designation.

     You may elect to have any registered investment advisory fees deducted from
your account with us and paid directly to your registered investment advisor by
completing and signing a letter of instruction (in the form attached as APPENDIX
E1 to this prospectus). The letter of instruction will authorize us to deduct a
specified dollar amount or percentage of distributions paid by us as advisory
fees payable to your registered investment advisor on a periodic basis.

     The letter of instruction will be irrevocable and we will continue to pay
advisory fees payable from your account until such time as you provide us with a
notice (in the form attached as APPENDIX E2 to this prospectus) of your election
to terminate deductions from your account for the purposes of such advisory
fees.

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                                       370


                                SALES LITERATURE

     In addition to and apart from this prospectus, we may use certain
supplemental sales material in connection with the offering. This material,
prepared by our business manager/advisor, may consist of a brochure describing
the business manager/advisor and its affiliates and our objectives. The material
may also contain pictures and summary descriptions of properties similar to
those we intend to acquire that our affiliates have previously acquired. This
material may also include audiovisual materials and taped presentations
highlighting and explaining various features of the offering, properties of
prior real estate programs and real estate investments in general; and articles
of incorporation and publications concerning real estate. Business reply cards,
introductory letters and seminar invitation forms may be sent to the dealer
members of the National Association of Securities Dealers designated by Inland
Securities Corporation and prospective investors. No person has been authorized
to prepare for, or furnish to, a prospective investor any sales literature other
than that described herein and "tombstone" newspaper advertisements or
solicitations of interest that are limited to identifying the offering and the
location of sources of further information.

     The use of any sales materials is conditioned upon filing with, if
required, and, if required, clearance by appropriate regulatory agencies. Such
clearance (if provided), however, does not indicate that the regulatory agency
allowing the use of the materials has passed on the merits of the offering or
the adequacy or accuracy of the materials.

     This offering is made only by means of this prospectus. Except as described
herein, we have not authorized the use of other supplemental literature or sales
material in connection with this offering.

             [THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

                                       371


             DISTRIBUTION REINVESTMENT AND SHARE REPURCHASE PROGRAMS

DISTRIBUTION REINVESTMENT PROGRAM

     Our distribution reinvestment program provides our stockholders with an
opportunity to purchase additional shares of common stock by reinvesting
distributions. A copy of the form of our distribution reinvestment plan is
attached as EXHIBIT B to this prospectus. Stockholders who elect to participate
in the distribution reinvestment program will authorize us to use distributions
payable to them to purchase additional shares of common stock. A participant
will not be able to acquire common stock under the program if the purchase would
cause it to exceed the 9.8% ownership limit or would violate any of the other
share ownership restrictions imposed by our articles of incorporation.

     As further explained below, purchases under the distribution reinvestment
program are made at a price, $9.50 per share at first, equal to 95% of the
market price of a share of common stock on the date of purchase until such time
as our shares are listed on a national stock exchange or included for quotation
on a national market system. This reduced price reflects a decrease in costs
associated with these issuances. Participants in the distribution reinvestment
program may also purchase fractional shares of common stock, so that 100% of
distributions will be used to acquire common stock. Common stock will be
purchased under the distribution reinvestment program on the record date for the
distribution used to purchase the common stock. Distributions on common stock
acquired under the distribution reinvestment program will be paid at the same
time as distributions are paid on common stock purchased outside the program and
are calculated with a daily record and distribution declaration date. Each
participant agrees that if, at any time prior to listing the common stock on a
national stock exchange or inclusion of them for quotation on a national market
system, he or she fails to meet the suitability requirements for making an
investment in us or cannot make the other representations or warranties set
forth in the subscription agreement, he or she will promptly notify us in
writing.

     Beginning with the first distribution paid after the effective date of the
offering, participants will acquire our shares at a fixed price of $9.50 per
share. This will continue until the earlier of (1) the increase of the public
offering price per share of common stock in the offering from $10 per share, if
there is an increase, and (2) the termination of the offering. Thereafter,
participants may acquire our shares at a price equal to 95% of the market price
of a share on the date of purchase until our shares are listed on a national
stock exchange or included for quotation on a national market system. In the
event of listing or inclusion, we will purchase shares for the distribution
reinvestment program on the exchange or market at the prevailing market price.
We will then sell the shares to stockholders at that price. The discount from
the public offering price per share will not exceed 5% of the market price of a
share on the date of purchase. It is possible that a secondary market will
develop for the shares, and that the prices on the secondary market will be
lower or higher than the price of shares purchased through the distribution
reinvestment program. Neither we nor our affiliates will receive a fee for
selling shares through the distribution reinvestment program. We do not warrant
or guarantee that participants will acquire shares at the lowest possible price
through the program.

     A participant may stop participating in the distribution reinvestment
program at any time without penalty, by delivering written notice to us. Prior
to listing the shares on a national securities exchange or including them for
quotation on a national market system, any transfer of shares by a participant
to a non-participant will terminate participation in the distribution
reinvestment program with respect to the transferred shares. Within 90 days
after the end of our fiscal year, we will:

     -    issue shares purchased through the distribution reinvestment program
          during the prior fiscal year, ownership of these shares will be in
          book-entry form prior to the issuance of certificates; and

                                       372


     -    provide each participant with an individualized report on his or her
          investment, including the purchase date(s), purchase price and number
          of shares owned, as well as the dates of distribution and amount of
          distributions received during the prior fiscal year.

     The individualized statement to participants will include receipts and
purchases relating to each participant's participation in the distribution
reinvestment program including the tax consequences relative thereto. The
directors, including a majority of independent directors, by majority vote may
amend or terminate the distribution reinvestment program upon 30 days notice to
participants.

     Stockholders who participate in the distribution reinvestment program will
recognize dividend income, taxable to the extent of our current or accumulated
earnings and profits, in the amount and as though they had received the cash
rather than purchased shares through the distribution reinvestment program.
These deemed dividends will be treated as actual dividends and will retain the
character and tax effects applicable to all dividends. In addition, the 5%
discount applicable to shares purchased under the dividend reinvestment program
will itself be treated as a deemed distribution to the purchaser. Shares
received under the distribution reinvestment program will have a holding period,
for tax purposes, beginning with the day after purchase, and a tax basis equal
to their cost, which is the gross amount of the deemed distribution. See
"Federal Income Tax Considerations -- Federal Income Taxation of Stockholders"
for a full discussion of the tax effects of dividend distributions.

     As explained under "Description of Securities -- Restrictions on Ownership
and Transfer," the shares purchased through the distribution reinvestment
program will bear a legend referring to the restrictions on their ownership and
transfer.

SHARE REPURCHASE PROGRAM

     The share repurchase program may, subject to certain restrictions discussed
below, provide eligible stockholders with limited, interim liquidity by enabling
them to sell shares back to us. The prices at which shares may be sold back to
us are as follows:

     -    One year from the purchase date, at $9.25 per share;

     -    Two years from the purchase date, at $9.50 per share;

     -    Three years from the purchase date, at $9.75 per share; and

     -    Four years from the purchase date, at the greater of: $10.00 per
          share; or a price equal to 10 times our "funds available for
          distribution" per weighted average share outstanding for the prior
          calendar year.

     During any offering, the repurchase price shall be equal to or below the
price of the shares offered in any offering. A stockholder must have
beneficially held the shares for at least one year prior to offering them for
sale to us through the share repurchase program. However, if a stockholder dies,
we may waive this one-year holding period for the beneficiaries or heirs, as
appropriate.

     We will make repurchases under the share repurchase program, if requested
by a stockholder, monthly. Subject to funds being available, we will limit the
number of shares repurchased during any calendar year to five percent (5%) of
the weighted average number of shares outstanding during the prior calendar
year. Funding for the share repurchase program will come exclusively from
proceeds we receive from the sale of shares under our distribution reinvestment
plan and other operating funds, if any, as the board, at its sole discretion,
may reserve for this purpose.

                                       373


     A stockholder may request that his or her shares be repurchased by
submitting a written request, and then generally within one week an assignment
form is sent for execution by the stockholder or his custodian/trustee along
with a request to return the shares.

     At the end of each month, the completed requests are reviewed. It is
possible that a stockholder may not have his or her entire request honored due
to the funds available. If that were to occur, the shares would then be
purchased on a "pro rata basis" and the portion of his or her request
unfulfilled would then be held until the next month, unless withdrawn.

     We accept shares on a pro rata basis. Consequently, a stockholder might not
be able to have us repurchase his or her shares. Therefore, that stockholder
might not be able to sell or otherwise liquidate his or her shares and might
have to hold his or her shares for an indeterminate period of time.

     Following commencement of our offering, we will be subject to the reporting
requirements of the Securities Exchange Act of 1934. In this regard, we will
prepare and file with the SEC annual reports on SEC Form 10-K and quarterly
reports on SEC Form 10-Q; we will provide copies of these filings to our
stockholders regularly following our filing with the SEC. Additionally, we will
amend on a quarterly basis the registration statement of which this prospectus
is a part; we will distribute to our stockholders the updated prospectus
regularly.

     Any stockholder who wishes us to repurchase his or her shares must
beneficially own the shares for at least one year. Our obligation to repurchase
any shares under the program is conditioned upon our having sufficient funds
available for repurchase of shares and the other conditions of the plan. The
stockholder should direct a written request to Ms. Roberta S. Matlin, Vice
President of Administration, Inland Western Retail Real Estate Trust, Inc., 2901
Butterfield Road Oak Brook, Illinois 60523. The request must state the name of
the person/entity who owns the shares, the date of purchase of the subject
shares and the number of shares to be repurchased. We will forward an assignment
form to the owner of record of the subject shares for execution. The requesting
stockholder must properly execute and return the form along with the shares to
be repurchased and evidence that no lien or encumbrance is on the shares. Upon
receipt of the form, if satisfactory evidence is not provided, we will conduct a
Uniform Commercial Code (UCC) search to ensure that no liens are held against
the shares at the cost of $100 to the stockholder, which will be deducted from
the proceeds of the repurchase. We use a third party to conduct this UCC search.
The repurchase will occur on a pro rata basis each month assuming all
documentation is complete, including a negative response from a UCC search. If
the UCC search determines that a lien exists against the shares, we will charge
the requesting stockholder for the UCC search. If we do not have sufficient
funds available for repurchase of the entire request or we exceed the share
limitation, we will purchase only those shares for which we have sufficient
funds available or are below the limitation; and we will place the requesting
stockholder's request into the next month until funds become available
sufficient to complete the transaction or we do not exceed the limitation.

     If a stockholder wishes to withdraw his or her request to have his or her
shares repurchased, the stockholder must notify us in writing. We will not
repurchase that stockholder's shares so long as we receive the written request
to withdraw prior to the date we send payment to the applicable stockholder. The
requesting stockholder will be responsible for payment of the $100 UCC search
fee even if that stockholder withdraws his or her request, if we have conducted
a UCC search.

     There is no limit on the number of shares that an individual stockholder
may request to be repurchased, subject to the limitations regarding availability
of funds and the aggregate amount of stock that we are permitted to purchase
under the program.

     Payment for repurchased shares from the time of the initial request to
receipt of the funds is usually three to four weeks dependent upon receipt of
the executed assignment form and shares, and

                                       374


completion of a UCC search to ensure that no liens are held against the stock or
other satisfactory evidence.

     The board, at its sole discretion, may choose to terminate the share
repurchase program after the end of the offering period, or reduce the number of
shares purchased under the program, if it determines that the funds allocated to
the share repurchase program are needed for other purposes, such as the
acquisition, maintenance or repair of properties, or for use in making a
declared distribution. A determination by the board to eliminate or reduce the
share repurchase program will require the unanimous affirmative vote of the
independent directors.

     We cannot guarantee that the funds set aside for the share repurchase
program will be sufficient to accommodate all requests made each year. If no
funds are available for the program when repurchase is requested, the
stockholder may withdraw the request, or ask that we honor the request when
funds are available. Pending requests would be pro rated, depending upon
availability of funds.

     Stockholders are not required to sell their shares to us. The share
repurchase program is only intended to provide interim liquidity for
stockholders until a liquidity event occurs, such as the listing of the shares
on a national securities exchange, inclusion of the shares for quotation on a
national market system, or our merger with a listed company. The share
repurchase plan will be terminated if the shares become listed on a national
securities exchange or included for quotation on a national market system. We
cannot guarantee that a liquidity event will occur.

     Shares we purchase under the share repurchase program will be canceled, and
will have the status of authorized but unissued shares. Shares we acquire
through the share repurchase program will not be reissued unless they are first
registered with the Securities and Exchange Commission under the Securities Act
of 1933 and under appropriate state securities laws or otherwise issued in
compliance with such laws.

     If we terminate, reduce or otherwise change the share repurchase program,
we will send a letter to stockholders informing them of the change at least 30
days in advance, and we will disclose the changes in quarterly reports filed
with the Securities and Exchange Commission on Form 10-Q.

     See "Plan of Distribution -- Deferred Commission Option" for an explanation
of what will be required of the stockholder if the stockholder has elected the
deferred commission option and subsequently elects to participate in our share
repurchase program while there is an unpaid portion of the remaining deferred
commission obligation.

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                                       375


                             REPORTS TO STOCKHOLDERS

     Our business manager/advisor will keep, or cause to be kept, full and true
books of account on an accrual basis of accounting, in accordance with generally
accepted accounting principles. All of these books of account, together with a
copy of our articles of incorporation, will at all times be maintained at our
principal office, and will be open to inspection, examination and duplication at
reasonable times by the stockholders or their agents.

     The business manager/advisor will submit to each stockholder our audited
annual reports within 120 days following the close of each fiscal year. The
annual reports will contain the following:

     -    audited financial statements;

     -    the ratio of the costs of raising capital during the period to the
          capital raised;

     -    the aggregate amount of advisory fees and the aggregate amount of fees
          paid to the business manager/advisor and any affiliate of the business
          manager/advisor, including fees or charges paid to the business
          manager/advisor and to any affiliate of the business manager/advisor
          by third parties doing business with us;

     -    our total operating expenses, stated as a percentage of the average
          assets and as a percentage of net income;

     -    a report from the independent directors that the policies we follow
          are in the best interests of our stockholders and the basis for such
          determination; and

     -    separately stated, full disclosure of all material terms, factors and
          circumstances surrounding any and all transactions involving us, the
          directors, the business manager/advisor and any of their affiliates
          occurring in the year for which the annual report is made. Independent
          directors are specifically charged with the duty to examine and
          comment in the report on the fairness of such transactions.

     In addition, unaudited quarterly reports containing the information
required by Form 10-Q will be submitted to each stockholder within 60 days after
the end of the first three fiscal quarters.

     At the same time as any distribution, we will provide stockholders with a
statement disclosing the source of the funds distributed. If the information is
not available when the distribution is made, we will provide a statement setting
forth the reasons why the information is not available. In no event will the
information be provided to stockholders more than 60 days after we make the
distribution.

     Within 60 days following the end of any calendar quarter during the period
of the offering in which we have closed an acquisition of a property, we will
submit a report to each stockholder containing:

     -    the location and a description of the general character of the
          property acquired during the quarter;

     -    the present or proposed use of the property and its suitability and
          adequacy for that use;

     -    the terms of any material leases affecting the property;

                                       376


     -    the proposed method of financing, if any, including estimated down
          payment, leverage ratio, prepaid interest, balloon payment(s),
          prepayment penalties, "due-on-sale" or encumbrance clauses and
          possible adverse effects thereof and similar details of the proposed
          financing plan; and

     -    a statement that title insurance has been or will be obtained on the
          property acquired.

     -    In addition, we will send a report to each stockholder and submit to
          prospective investors when the business manager/advisor believes a
          property will probably be acquired:

     -    on specified terms, i.e., upon completion of due diligence which
          includes review of the title insurance commitment, appraisal and
          environmental analysis; and

     -    involving the use of 10% or more, on a cumulative basis, of the net
          proceeds of the offering.

     After the completion of the last acquisition, the business manager/advisor
will, upon request, send a schedule to the Commissioner of Corporations of the
State of California. The schedule, verified under the penalty of perjury,
reflects: each acquisition made; the purchase price paid; the aggregate of all
acquisition expenses paid on each transaction; and a computation showing
compliance with our articles of incorporation. We will, upon request, submit to
the Commissioner of Corporations of the State of California or to any of the
various state securities administrators, any report or statement required to be
distributed to stockholders pursuant to our articles of incorporation or any
applicable law or regulation.

     The accountants we regularly retain will prepare our federal tax return and
any applicable state income tax returns. We will submit appropriate tax
information to the stockholders within 30 days following the end of each of our
fiscal years. We will not provide a specific reconciliation between generally
accepted accounting principles and income tax information to the stockholders.
However, the reconciling information will be available in our office for
inspection and review by any interested stockholder. Annually, at the same time
as the dissemination of appropriate tax information to stockholders, we will
provide each stockholder with an individualized report on his or her investment,
including the purchase date(s), purchase price and number of shares owned, as
well as the dates of distribution and amounts of distributions received during
the prior fiscal year. The individualized statement to stockholders will include
any purchases of shares under the distribution reinvestment program.
Stockholders requiring individualized reports on a more frequent basis may
request these reports. We will make every reasonable effort to supply more
frequent reports, as requested, but we may, at our sole discretion, require
payment of an administrative charge either directly by the stockholder, or
through pre-authorized deductions from distributions payable to the stockholder
making the request.

     See "Risk Factors -- Employee Benefit Plan Risks" for an explanation of the
annual statement of value we provide to stockholders subject to ERISA.

                              PRIVACY POLICY NOTICE

     To help you understand how we protect your personal information, we have
included our Privacy Policy Notice as APPENDIX G to this Prospectus. This Notice
describes our current privacy policy and practices. Should you decide to
establish or continue a shareholder relationship with us, we will advise you of
our policy and practices at least once annually, as required by law.

                                       377


                                   LITIGATION

     We are not subject to any material pending legal proceedings.

                     RELATIONSHIPS AND RELATED TRANSACTIONS

     We have entered into agreements to pay our business manager/advisor and its
affiliates certain fees or other compensation for providing services to us. The
compensation arrangements between us and our business manager/advisor, The
Inland Group and its affiliates, were not determined by arm's-length
negotiations. See "Conflicts of Interest." The following table discloses the
compensation which we may pay our business manager/advisor and its affiliates.
In those instances in which there are maximum amounts or ceilings on the
compensation which may be received, our business manager/advisor and its
affiliates may not recover any excess amounts for those services by
reclassifying them under a different compensation or fee category.

     We define net income as total revenues less expenses other than additions
to reserves for depreciation or bad debts or other similar non-cash reserves.
When we use the term "net income" for purposes of calculating some expenses and
fees, it excludes the gain from the sale of our assets. This definition of net
income is prescribed by the Statement of Policy Regarding REITs adopted by the
North American Securities Administrators Association, Inc., or NASAA; but it is
not in accordance with generally accepted accounting principles in the United
States, because depreciation and other non-cash reserves are not deducted in
determining net income under the NASAA REIT Statement. Excluding depreciation
will result in not reimbursing our business manager/advisor for a non-cash
expenditure and not excluding the gain from the sale of our assets could result
in greater net income on which the 25% reimbursement to our business
manager/advisor is allowed.

NONSUBORDINATED PAYMENTS

     The following aggregate amounts of compensation, allowances and fees we may
pay to our business manager/advisor and its affiliates are not subordinated to
the returns on net investments that we are required to pay to our stockholders.



   TYPE OF COMPENSATION                                                                         ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                              DOLLAR AMOUNT
---------------------------------------------------------------------------------------------------------------------------------
                                                                             
                                                OFFERING STAGE
Selling commissions payable to  We will pay a selling commission of 7.5% of the    Through September 30, 2004, we have incurred
the managing dealer and         sale price for each share (and reallow 7%),        $135,587,028 in selling commissions in
dealers designated by the       subject to reduction for special sales under the   connection with our initial public offering.
managing dealers referred to    circumstances as described in the "Plan of         We intend to sell 250,000,000 shares of our
as soliciting dealers.          Distribution - Compensation - We Will Pay For the  common stock at $10.00 per share in our
                                Sale of Our Shares."                               initial public offering. The actual amount we
                                                                                   will incur in this offering depends upon the
                                We will permit the managing dealer and its         amount of shares sold. A total of
                                respective officers and employees and certain      $187,500,000 in selling commissions will be
                                of its affiliates to purchase shares net of        paid if the maximum offering is sold and
                                sales commissions and the marketing allowance      there are no special sales.
                                and due diligence expense allowance or for
                                $8.95 per share; however, any subsequent
                                purchases of shares by any such persons are
                                limited to a maximum discount of 5%.

                                Also, soliciting dealers and their respective
                                officers and employees and certain of their


                                       378




   TYPE OF COMPENSATION                                                                      ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                           DOLLAR AMOUNT
------------------------------------------------------------------------------------------------------------------------
                                                                             
                                respective affiliates who request and are
                                entitled to purchase shares net of selling
                                commissions may make an initial purchase of
                                shares net of sales commissions or for $9.30 per
                                share; however, any subsequent purchases of
                                shares by any such persons are limited to a
                                maximum discount of 5%.

Marketing allowance and due     We will pay an amount equal to 2.5% of the         Through September 30, 2004, we have
diligence expense allowance     gross offering proceeds to the managing            incurred $16,811,558 in marketing
paid to the managing dealer     dealer, all or a portion of which may be           allowance and due diligence expense
and soliciting dealers.         passed on to soliciting dealers, in lieu of        allowance in connection with our
                                reimbursement of specific expenses associated      initial public offering. The actual
                                with marketing. We may pay an additional 0.5%      amount of marketing allowance and due
                                of the gross offering proceeds to the managing     diligence expense allowance in
                                dealer, which may be passed on to the              connection with this offering will
                                soliciting dealers, for due diligence              depend on the number of shares sold.
                                expenses. We will not pay the marketing            If there are no special sales and we
                                allowance and due diligence expense allowance      sell the maximum number of shares
                                in connection with any special sales, except       offered, approximately $75,000,000
                                those receiving volume discounts and those         will be paid for the marketing
                                described in "Plan of Distribution - Volume        allowance and the due diligence
                                Discounts."                                        expense allowance.

Reimbursable expenses and       We expect to incur the following expenses in       All amounts other than the Securities
other expenses of issuance      connection with this offering:                     and Exchange Commission registration
and distribution                Securities and Exchange                            fee and the NASD filing fee are
                                Commission registration                            estimates. The actual amounts of
                                  fee                      $   340,823             these expenses cannot be determined
                                NASD filing fee            $    30,500             at the present time. We estimate the
                                Printing and mailing                               total amount of the issuance and
                                  expenses                 $ 4,250,000             distribution expenses to be
                                Blue Sky fees and                                  approximately $13,307,323. Through
                                  expenses                 $   136,000             September 30, 2004, we have incurred
                                Legal fees and                                     $969,524 of reimbursable expenses to
                                  expenses                 $   900,000             our business manager/advisor in
                                Accounting fees and                                connection with our initial public
                                  expenses                 $   650,000             offering. In addition, as of
                                Advertising and sales                              December 31, 2003, our business
                                  literature               $ 5,500,000             manager/advisor had advanced an
                                Transfer Agent fees        $   800,000             aggregate of approximately $1,763,306
                                Data processing fees       $   500,000             for the payment of offering expenses
                                Bank fees and other                                to non-affiliated third parties in
                                  administrative                                   connection with our initial public
                                  expenses                 $   200,000             offering, all of which has been
                                                                                   repaid.
                                If the aggregate of all offering expenses,
                                including selling commissions, the marketing
                                allowance and due diligence expense allowance,     Our sponsor has not advanced any
                                exceeds 15% of the gross offering proceeds, of     reimbursable expenses in connection
                                if the aggregate of all offering expenses,         with this offering. We may reimburse
                                excluding the selling expenses, exceeds 5.5%       up to $14,807,323 for offering
                                of the gross offering proceeds, our business       expenses advanced if we sell the
                                manager/advisor or its affiliates will             maximum number of shares offered in
                                promptly pay the excess and we will have           this offering.


                                       379




   TYPE OF COMPENSATION                                                                      ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                           DOLLAR AMOUNT
------------------------------------------------------------------------------------------------------------------------
                                                                             
                                no liability for these expenses at any time        If this offering is not successful,
                                afterward.                                         then our sponsor will be solely
                                                                                   responsible for the offering expenses
                                                                                   to the extent it has not been
                                                                                   reimbursed.

                                               ACQUISITION STAGE
Acquisition expenses paid to    We will pay an amount, estimated to be up to 0.5%  We may pay no more than $13,450,000
our business manager/advisor's  of the total of (1) the gross offering proceeds    for the reimbursement of acquisition
affiliates, Inland Real Estate  from the sale of 250,000,000 shares, (2) the       expenses if the maximum number of
Acquisitions, Inc. and The      gross proceeds from the sale of up to 20,000,000   shares are sold and all of the
Inland Real Estate Group, Inc.  shares pursuant to the distribution reinvestment   20,000,000 shares are sold pursuant
                                programs. The acquisition expenses for any         to the distribution reinvestment
                                particular property will not exceed 6% of the      program. However, the actual amounts
                                gross purchase price of the property.              cannot be determined at the present
                                                                                   time.

                                However, if we request additional services, the
                                compensation will be provided on separate
                                agreed-upon terms and the rate will be approved
                                by a majority of disinterested directors,
                                including a majority of the disinterested
                                independent directors, as fair and reasonable for
                                us.

Interest expenses paid to our   We may borrow money from our business              The actual amounts are dependent on
business manager/advisor and    manager/advisor and its affiliates in order to     actual borrowings. Therefore, these
Inland Mortgage Corporation     acquire properties. In such instances, we          amounts cannot be determined at the
in connection with loans.       will pay our business manager/advisor and its      present time.
                                affiliates interest at prevailing market rates.

                                           OPERATIONAL STAGE

Property management fee paid    We will pay a monthly fee of 4.5% of the gross     For the year ended December 31, 2003,
to our property managers,       income from the properties. We will also pay       and the nine months ended September
Inland US Management LLC,       a monthly fee for any extra services equal to      30, 2004 we have incurred and paid
Inland Southwest Management     no more than 90% of that which would be            property management fees of $16,627
LLC and Inland Pacific          payable to an unrelated party providing the        and $2,847,427, of which 16,627 and
Management LLC. We will pay     services. The property managers may                $2,847,427 were retained by Inland US
the fee for services in         subcontract their duties for a fee that may be     Management LLC, Inland Southwest
connection with the rental,     less than the fee provided for in the              Management LLC and Inland Pacific
leasing, operation and          management services agreements.                    Management LLC. If we acquire the
management of the properties.                                                      businesses of our business
                                                                                   manager/advisor and/or our property
                                                                                   managers, the property management
                                                                                   fees will cease. The actual amounts
                                                                                   we will incur in the future are
                                                                                   dependent upon results of operations
                                                                                   and, therefore, cannot be determined
                                                                                   at the present time.


                                       380




   TYPE OF COMPENSATION                                                                      ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                           DOLLAR AMOUNT
------------------------------------------------------------------------------------------------------------------------
                                                                             
Reimbursable expenses to our    We will reimburse some expenses of the             The actual amounts are dependent upon
business manager/advisor.       business manager/advisor. The compensation         results of operations and, therefore,
These may include costs of      and reimbursements to our business                 cannot be determined at the present
goods and services,             manager/advisor will be approved by a majority     time.
administrative services and     of our directors and a majority of our
non-supervisory services        independent directors as fair and reasonable
performed directly for us by    for us.
independent parties.

We will reimburse some          Inland Risk and Insurance Management Services      The actual amounts are dependent upon
expenses of the Inland Risk     charges us $50 per hour for assistance in          results of operations and, therefore,
and Insurance Management        obtaining insurance coverage. Any commissions      cannot be determined at the present
Services for insurance          they receive are credited against this hourly      time.
coverage.                       rate. We believe this hourly rate is
                                approximately 90% of the rate charged by
                                unaffiliated third parties. The compensation
                                to this company will be approved by a majority
                                of our directors and a majority of our
                                independent directors as fair and reasonable
                                for us.

We will compensate the Inland   Inland Mortgage Servicing Corporation charges      For the year ended December 31, 2003,
Mortgage Servicing              us .03% per year on the first billion dollars      and the nine months ended September
Corporation and Inland          of mortgages serviced and .01% thereafter.         30, 2004 we have incurred and paid
Mortgage Investment             Inland Mortgage Investment Corporation charges     $328 and $63,978, respectively to
Corporation for purchase,       us .02% of the principal amount of each loan       Inland Mortgage Servicing
sale and servicing of           placed. The compensation to these companies        Corporation. For the year ended
mortgages.                      will be approved by a majority of our              December 31, 2003, and the nine
                                directors and a majority of our independent        months ended September 30, 2004 we
                                directors as fair and reasonable for us.           have incurred and paid $59,523 and
                                                                                   $2,241,986, respectively to Inland
                                                                                   Mortgage Investment Corporation.

                                                                                   The actual amounts we will incur in
                                                                                   the future are dependent upon results
                                                                                   of operations and cannot be
                                                                                   determined at the present time.

                                            LIQUIDATION STAGE

Property disposition fee        We may pay a property disposition fee to our       The actual amounts to be received
payable to our business         business manager/advisor and its affiliates if     depend upon the sale price of our
manager/advisor's affiliates,   we sell any of our real property in an amount      properties and, therefore, cannot be
Inland Real Estate Sales,       equal to the lesser of:                            determined at the present time. If
Inc. and Inland Partnership           -  3% of the contract sales price            we acquire the business
Property Sales Corp.                         of the property; or                   manager/advisor, the property
                                      -  50% of the customary commission           disposition fee will cease.
                                             which would be paid to a third
                                             party broker for the sale of a
                                             comparable property.

                                The amount paid, when added to the sums


                                       381




   TYPE OF COMPENSATION                                                                      ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                           DOLLAR AMOUNT
------------------------------------------------------------------------------------------------------------------------
                                                                                          
                                paid to unaffiliated parties, will not exceed
                                either the customary commission or an amount
                                equal to 6% of the contracted for sales
                                price.  Payment of such fees will be made only
                                if the business manager/advisor provides a
                                substantial service in connection with the
                                sale of the property.  See "Management -- Our
                                Advisory Agreement."


SUBORDINATED PAYMENTS

     We may pay the following additional fees to our business manager/advisor
after returns on net investment have been paid to the stockholders:



   TYPE OF COMPENSATION                                                                      ESTIMATED MAXIMUM
       AND RECIPIENT                          METHOD OF COMPENSATION                           DOLLAR AMOUNT
------------------------------------------------------------------------------------------------------------------------
                                                                             
                                                OPERATIONAL STAGE

Advisor asset management fee    We pay an annual advisor asset management fee      The actual amounts to be received
payable to our business         of not more than 1% of our average assets.         depend upon the sale price of our
manager/advisor.                Our average assets means the average of the        properties and, therefore, cannot
                                total book value including acquired                be determined at the present time.
                                intangibles of our real estate assets plus the     If we acquire the business
                                total value of our loans receivables secured       manager/advisor, the advisor asset
                                by real estate, before reserves for                management fee will cease.
                                depreciation or bad debts or other similar
                                non-cash reserves.  We will compute our
                                average assets by taking the average of these
                                values at the end of each month during the
                                quarter for which we are calculating the fee.
                                The fee is payable quarterly in an amount equal
                                to 1/4 of 1% of average assets as of the last
                                day of the immediately preceding quarter. For
                                any year in which we qualify as a REIT, our
                                business manager/advisor must reimburse us for
                                the following amounts if any:

                                    (1) the amounts by which our total operating
                                        expenses, the sum of the advisor asset
                                        management fee plus other operating
                                        expenses, paid during the previous
                                        fiscal year exceed the greater of:

                                        -   2% of our average assets for that
                                            fiscal year, or
                                        -   25% of our net income for that
                                            fiscal year.

                                    (2) plus an amount, which will not exceed
                                        the advisor asset management fee for
                                        that year, equal to any difference
                                        between the total amount of
                                        distributions to stockholders for that
                                        year and the 6% annual return on the


                                       382



                                                                             
                                        net investment of stockholders.

                                Items such as organization and offering
                                expenses, property expenses, interest payments,
                                taxes, non-cash expenditures, the incentive
                                advisory fee and acquisition expenses are
                                excluded from the definition of total operating
                                expenses.

                                See "Management -- Our Advisory Agreement" for
                                an explanation of circumstances where the excess
                                amount specified in clause (1) may not need to
                                be reimbursed.

                                               LIQUIDATION STAGE

Incentive advisory fee          We will pay to the business manager/advisor an     The actual amounts to be received
payable to our business         amount equal to 15% of the net proceeds from       depend upon the sale price of our
manager/advisor.                the sale of a property after the stockholders      properties and, therefore, cannot
                                have first received:                               be determined at the present time.
                                                                                   If we acquire or consolidate with
                                (1) a cumulative non-compounded                    the business conducted by our
                                    return equal to 10% a year on their            business manager/advisor, the
                                    net investment; and                            incentive advisory fee will
                                                                                   terminate.
                                (2) their net investment.


                                       383


                                  LEGAL MATTERS

     Duane Morris LLP, Washington, D.C., has passed upon the legality of the
common stock and Duane Morris LLP, Philadelphia, Pennsylvania, has passed upon
legal matters in connection with our status as a REIT for federal income tax
purposes. Duane Morris LLP is generally referred to in this prospectus as Duane
Morris. Duane Morris does not purport to represent our stockholders or potential
investors, who should consult their own counsel. Duane Morris also provides
legal services to affiliates of our business manager/advisor.

     Duane Morris has reviewed the statements in the section in the prospectus
titled "Federal Income Tax Considerations" and elsewhere as they relate to
federal income tax matters and the statements in the section in the prospectus
titled "ERISA Considerations."

                                     EXPERTS

     The following financial statements have been included herein in reliance
upon the reports of KPMG LLP, independent registered public accounting firm,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing:


                                                     
-    the consolidated balance sheet of Inland            -    the historical summary of gross income and
     Western Retail Real Estate Trust, Inc. as of             direct operating expenses of Darien Towne
     December 31, 2003 and the related consolidated           Center for the year ended December 31, 2002,
     statements of operations, stockholders' equity
     and cash flows for the period from March 5, 2003
     (inception) through December 31, 2003 and
     related financial statement schedule,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Shops at Park Place         direct operating expenses of Hickory Ridge for
     for the year ended December 31, 2002,                    the year ended December 31, 2003,

-    the combined historical summary of gross            -    the historical summary of gross income and
     income and direct operating expenses of                  direct operating expenses of Metro Square
     Properties Acquired from Thomas Enterprises for          Center (SuperValue) for the year ended
     the year ended December 31, 2003,                        December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of CorWest Plaza for           direct operating expenses of North Ranch
     the period from May 29, 2003 through December            Pavilion for the year ended December 31, 2003,
     31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Larkspur Landing            direct operating expenses of MacArthur
     for the year ended December 31, 2003,                    Crossing for the year ended December 31, 2003,


                                       384



                                                     
-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of La Plaza Del Norte          direct operating expenses of Peoria Crossing
     for the year ended December 31, 2003,                    for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Promenade at Red            direct operating expenses of Heritage Towne
     Cliff for the year ended December 31, 2003,              Crossing for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Dorman Centre for           direct operating expenses of Best on the
     the year ended December 31, 2003,                        Boulevard for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Paradise Valley             direct operating expenses of North Rivers Town
     Marketplace for the year ended December 31, 2003,        Center for the period of October 1, 2003
                                                              (commencement of operations) to December 31,
                                                              2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Bluebonnet Parc for         direct operating expenses of Eastwood Town
     the year ended December 31, 2003,                        Center for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Arvada Marketplace          direct operating expenses of Northpointe Plaza
     and Connection for the year ended December 31,           for the year ended December 31, 2003,
     2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Watauga Pavilion            direct operating expenses of Pine Ridge Plaza
     for the period of August 15, 2003 (commencement          for the year ended December 31, 2003,
     of operations) to December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Plaza Santa Fe II           direct operating expenses of John's Creek
     for the year ended December 31, 2003,                    Village for the period from September 21, 2003
                                                              (commencement of operations) to December 31,
                                                              2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Huebner Oaks Center         direct operating expenses of Fullerton
     for the year ended December 31, 2003,                    Metrocenter for the year ended December 31,
                                                              2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Lakewood Town               direct operating expenses of Northgate North
     Center for the year ended December 31, 2003,             for the year ended December 31, 2003,


                                       385



                                                     
-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Davis Towne                 direct operating expenses of Gateway Plaza
     Crossing for the period from July 18, 2003               Shopping Center for the year ended December
     (commencement of operations) to December 31,             31, 2003,
     2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Cranberry Square            direct operating expenses of Forks Town Center
     for the year ended December 31, 2003,                    for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Safeway Plaza at            direct operating expenses of The Shops at
     Marysville for the year ended December 31, 2003,         Boardwalk for the period from May 30, 2003
                                                              (commencement of operations) to December 31,
                                                              2003,

-    the combined historical summary of gross            -    the historical summary of gross income and
     income and direct operating expenses of the              direct operating expenses of Governor's
     Properties owned by Capital Centre, LLC, Gateway         Marketplace for the year ended December 31,
     Village Limited Partnership, Bel Air Square              2003,
     Joint Venture, Towson Circle Joint Venture LLP,
     and Reisterstown Plaza Holdings, LLC for the
     year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Manchester Meadows          direct operating expenses of The Columns for
     for the year ended December 31, 2003,                    the period from October 8, 2003 (commencement
                                                              of operations) to December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Mitchell Ranch              direct operating expenses of Lincoln Park for
     Plaza for the period from June 30, 2003                  the year ended December 31, 2003,
     (commencement of operations) to December 31,
     2003,

-    the historical summary of gross income and          -    the combined historical summary of gross
     direct operating expenses of Saucon Valley               income and direct operating expenses of The
     Square for the year ended December 31, 2003,             Properties Acquired from Bayer Properties,
                                                              Inc. for the year ended December 31, 2003,

-    the historical summary of gross income and          -    the combined historical summary of gross
     direct operating expenses of Azalea Square for           income and direct operating expenses of The
     the period from July 4, 2003 (commencement of            Properties Acquired from Donahue Schriber for
     operations) to December 31, 2003,                        the year ended December 31, 2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Denton Crossing for         direct operating expenses of Winchester
     the period from August 11, 2003 (commencement of         Commons for the year ended December 31, 2003,
     operations) to December 31, 2003,


                                       386



                                                     
-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Gurnee Town Center          direct operating expenses of Fox Creek Village
     for the year ended December 31, 2003,                    for the period from November 12, 2003
                                                              (commencement of operations) to December 31,
                                                              2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Mansfield Town              direct operating expenses of Northwoods Center
     Center for the period from July 23, 2003                 for the year ended December 31, 2003,
     (commencement of operations) to December 31,
     2003,

-    the historical summary of gross income and          -    the historical summary of gross income and
     direct operating expenses of Gateway Pavilions           direct operating expenses of Oswego Commons
     for the period from February 15, 2003                    for the year ended December 31, 2003,
     (commencement of operations) to December 31,
     2003,

-    the historical summary of gross income and          -    and the combined historical summary of
     direct operating expenses of Southlake Town              gross income and direct operating expenses of
     Square for the year ended December 31, 2003,             The Properties Acquired from Eastern Retail
                                                              Holdings, L.P. for the year ended December 31,
                                                              2003.


                       WHERE YOU CAN FIND MORE INFORMATION

     We are filing this registration statement on Form S-11 with the Securities
and Exchange Commission in connection with our initial public offering. We are
required to file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission.

     This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement and all of its
exhibits, certificates and schedules. Whenever a reference is made in this
prospectus to any contract or other document of ours, the reference may not be
complete and you should refer to the exhibits that are a part of the
registration statement for a copy of the contract or document.

     You can read our registration statement and our future SEC filings over the
Internet at www.sec.gov. You may also read and copy any document we file with
the SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549.

     You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1 800 SEC-0330 or e-mail at
publicinfo@sec.gov for further information on the operation of the public
reference facilities.

                                      387


                          INDEX TO FINANCIAL STATEMENTS



                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
1. INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

(a)  Report of Independent Registered Public Accounting Firm                                                            F- 14

(b)  Consolidated Balance Sheet at December 31, 2003 (audited)                                                          F- 15

(c)  Consolidated Statement of Operations for the period from March 5, 2003 (inception) through December 31,            F- 17
      2003 (audited)

(d)  Consolidated Statement of Stockholders' Equity for the period from March 5, 2003 (inception) to December 31,       F- 18
      2003 (audited)

(e)  Consolidated Statement of Cash Flows for the period from March 5, 2003 (inception) to December 31, 2003            F- 19
      (audited)

(f)  Notes to Consolidated Financial Statements (audited)                                                               F- 21

(g)  Consolidated Balance Sheets at September 30, 2004 (unaudited) and December 31, 2003 (audited)                      F- 37

(h)  Consolidated Statements of Operations for the three and nine months ended September 30, 2004, three                F- 39
      months ended September 30, 2003, and the period from March 5, 2003 (inception) through September 30, 2003
      (unaudited)

(i)  Consolidated Statement of Stockholders' Equity for the nine month period ended September 30, 2004                  F- 41
      (unaudited)

(j)  Consolidated Statements of Cash Flows for nine months ended September 30, 2004, and the period from March 5,       F- 42
      2003 (inception) to September 30, 2003 (unaudited)

(k)  Notes to Consolidated Financial Statements (unaudited)                                                             F- 44

(l)  Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 2004                                             F- 58

(m)  Notes to Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 2004                                    F- 60

(n)  Pro Forma Consolidated Statement of Operations (unaudited) for the nine months ended September 30, 2004            F- 62

(o)  Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the nine months ended September 30,        F- 64
      2004

(p)  Pro Forma Consolidated Statements of Operations (unaudited) for the year ended December 31, 2003                   F- 68

(q)  Notes to Pro Forma Consolidated Statements of Operations (unaudited) for the year ended December 31, 2003          F- 70

2. SHOPS AT PARK PLACE:

(a)  Independent Auditors' Report                                                                                       F- 76

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2002 and          F- 77
      the nine months ended September 30, 2003 (unaudited)


                                       F-1




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F- 78
      2002 and the nine months ended September 30, 2003 (unaudited)

3. DARIEN TOWN CENTER:

(a)  Independent Auditors' Report                                                                                       F- 80

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2002              F- 81

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F- 82
      2002

4. PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES IN 2003:

(a)  Independent Auditors' Report                                                                                       F- 86

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F- 87
      2003

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F- 88
      December 31, 2003

5. STONY CREEK MARKETPLACE:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F- 90
      (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F- 91
      31, 2003 (unaudited)

6. HICKORY RIDGE:

(a)  Independent Auditors' Report                                                                                       F- 92

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F- 93
      (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F- 94
      31, 2003 (unaudited)

7. CORWEST PLAZA:

(a)  Independent Auditors' Report                                                                                       F- 96

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from May 29, 2003 through          F- 97
      December 31, 2003

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from May 29,          F- 98
      2003 through December 31, 2003


                                       F-2




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
8. METRO SQUARE CENTER (SUPERVALUE):

(a)  Independent Auditors' Report                                                                                       F-100

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-101

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F-102
      31, 2003

9. LARKSPUR LANDING:

(a)  Independent Auditors' Report                                                                                       F-104

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-105

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-106
      2003

10. NORTH RANCH PAVILION:

(a)  Independent Auditors' Report                                                                                       F-108

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-109

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F-110
      31, 2003

11. LA PLAZA DEL NORTE:

(a)  Independent Auditors' Report                                                                                       F-112

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-113

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F-114
      31, 2003

12. MACARTHUR CROSSING:

(a)  Independent Auditors' Report                                                                                       F-116

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-117

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December          F-118
      31, 2003

13. PROMENADE AT RED CLIFF:

(a)  Independent Auditors' Report                                                                                       F-120

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-121
      (unaudited)


                                       F-3




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-122
      2003 (unaudited)

14. PEORIA CROSSING:

(a)  Independent Auditors' Report                                                                                       F-124

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-125

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-126
      2003

15. DORMAN CENTRE:

(a)  Independent Auditors' Report                                                                                       F-128

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-129

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-130
      2003

16.  HERITAGE TOWNE CROSSING:

(a)  Independent Auditors' Report                                                                                       F-132

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003              F-133

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-134
      2003

17. PARADISE VALLEY MARKETPLACE:

(a)  Independent Auditors' Report                                                                                       F-136

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-137
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-138
      2003 and the three months ended March 31, 2004 (unaudited)

18. BEST ON THE BOULEVARD:

(a)  Independent Auditors' Report                                                                                       F-140

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-141
     the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-142
     2003 and the three months ended March 31, 2004 (unaudited)

19. BLUEBONNET PARC:

(a)  Independent Auditors' Report                                                                                       F-144


                                       F-4




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-145
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-146
      2003 and the three monthsended March 31, 2004 (unaudited)

20. NORTH RIVERS TOWN CENTER:

(a)  Independent Auditors' Report                                                                                       F-148

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period of October 1, 2003                 F-149
      (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period of October 1,         F-150
      2003 (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004
      (unaudited)

21. ARVADA MARKETPLACE AND CONNECTION:

(a)  Independent Auditors' Report                                                                                       F-152

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-153
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-154
      2003 and the three months ended March 31, 2004 (unaudited)

22. EASTWOOD TOWNE CENTER:

(a)  Independent Auditors' Report                                                                                       F-156

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-157
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-158
      2003 and the three months ended March 31, 2004 (unaudited)

23. WATAUGA PAVILION:

(a)  Independent Auditors' Report                                                                                       F-160

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period of August 15, 2003                 F-161
      (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period of August 15,         F-162
      2003 (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited)

24. NORTHPOINTE PLAZA:

(a)  Independent Auditors' Report                                                                                       F-164

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-165
      the three months ended March 31, 2004 (unaudited)


                                       F-5




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
(c)  Notes to the Historical Summary of Gross Income and Direct Operating  Expenses for the year ended December 31,     F-166
      2003 and the three months ended March 31, 2004 (unaudited)

25. PLAZA SANTA FE II:

(a)  Independent Auditors' Report                                                                                       F-168

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-169
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-170
      2003 and the three months ended March 31, 2004 (unaudited)

26. PINE RIDGE PLAZA:

(a)  Independent Auditors' Report                                                                                       F-172

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-173
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating  Expenses for the year ended December 31,     F-174
      2003 and the three months ended March 31, 2004 (unaudited)

27. HUEBNER OAKS CENTER:

(a)  Independent Auditors' Report                                                                                       F-176

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-177
      the three months ended March 31, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-178
      2003 and the three months ended March 31, 2004 (unaudited)

28. JOHN'S CREEK VILLAGE:

(a)  Independent Auditors' Report                                                                                       F-180

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from September 21, 2003            F-181
      (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the period from September 21,        F-182
      2003 (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

29. LAKEWOOD TOWN CENTER

(a)  Independent Auditors' Report                                                                                       F-184

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-185
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-186
      2003 and the six months ended June 30, 2004 (unaudited)


                                       F-6




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
30. FULLERTON METROCENTER:

(a)  Independent Auditors' Report                                                                                       F-188

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-189
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-190
      2003 and the six months ended June 30, 2004 (unaudited)

31. DAVIS TOWNE CROSSING:

(a)  Independent Auditors' Report                                                                                       F-192

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from July 18, 2003                 F-193
      (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the period from July 18,             F-194
      2003 (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

32. NORTHGATE NORTH:

(a)  Independent Auditors' Report                                                                                       F-196

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-197
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-198
      2003 and the six months ended June 30, 2004 (unaudited)

33. CRANBERRY SQUARE:

(a)  Independent Auditors' Report                                                                                       F-200

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-201
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-202
      2003 and the six months ended June 30, 2004 (unaudited)

34. GATEWAY PLAZA SHOPPING CENTER:

(a)  Independent Auditors' Report                                                                                       F-204

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-205
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-206
      2003 and the six months ended June 30, 2004 (unaudited)

35. SAFEWAY PLAZA AT MARYSVILLE:

(a)  Independent Auditors' Report                                                                                       F-208

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December                       F-209


                                       F-7




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
      31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-210
      2003 and the six months ended June 30, 2004 (unaudited)

36. FORKS TOWN CENTER:

(a)  Independent Auditors' Report                                                                                       F-212

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-213
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-214
      2003 and the six months ended June 30, 2004 (unaudited)

37. CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT VENTURE, TOWSON CIRCLE JOINT
        VENTURE LLP AND REISTERSTOWN PLAZA HOLDINGS, LLC:

(a)  Independent Auditors' Report                                                                                       F-216

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-217
      2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-218
      December 31, 2003 and the six months ended June 30, 2004 (unaudited)

38. THE SHOPS AT BOARDWALK:

(a)  Independent Auditors' Report                                                                                       F-221

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from May 30, 2003                  F-222
      (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from May 30,          F-223
      2003 (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004
      (unaudited)

39. MANCHESTER MEADOWS:

(a)  Independent Auditors' Report                                                                                       F-225

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-226
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-227
      2003 and the six months ended June 30, 2004 (unaudited)

40. GOVERNOR'S MARKETPLACE:

(a)  Independent Auditors' Report                                                                                       F-229

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-230
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-231
      2003 and the six months ended June 30, 2004 (unaudited)


                                       F-8




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
41. MITCHELL RANCH PLAZA:

(a)  Independent Auditors' Report                                                                                       F-233

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from June 30, 2003                 F-224
      (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from June 30,         F-235
      2003 (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

42. THE COLUMNS:

(a)  Independent Auditors' Report                                                                                       F-237

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from October 8, 2003               F-238
      (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from October 8,       F-239
      2003 (commencement of operations) to December 31, 2003 and the six months ended June 30, 2004 (unaudited)

43. SAUCON VALLEY SQUARE:

(a)  Independent Auditors' Report                                                                                       F-241

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-242
     the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-243
      2003 and the six months ended June 30, 2004 (unaudited)

44. LINCOLN PARK:

(a)  Independent Auditors' Report                                                                                       F-245

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-246
      the six months ended June 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-247
      2003 and the six months ended June 30, 2004 (unaudited)

45. SHOPPES AT PROMINENCE POINT:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from March 1, 2004                 F-249
      (commencement of operations) to June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from March 1,         F-250
      2004 (commencement of operations) to June 30, 2004 (unaudited)

46. LOW COUNTRY VILLAGE:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from February 1, 2004              F-251
      (commencement of operations) to June 30, 2004 (unaudited)


                                       F-9




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from February 1,      F-252
      2004 (commencement of operations) to June 30, 2004 (unaudited)

47. SHOPPES AT DALLAS:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from March 1, 2004                 F-253
      (commencement of operations) to June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from March 1,         F-254
      2004 (commencement of operations) to June 30, 2004 (unaudited)

48. DORMAN CENTRE - PHASE II:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from March 15, 2004                F-255
      (commencement of operations) to June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from March 15,        F-256
      2004 (commencement of operations) to June 30, 2004 (unaudited)

49. VILLAGE SHOPPES AT SIMONTON:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from May 1, 2004                   F-257
     (commencement of operations) to June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from May 1,           F-258
      2004 (commencement of operations) to June 30, 2004 (unaudited)

50. HARVEST TOWN CENTER:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-259
      the six months ended June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-260
      2003 and the six months ended June 30, 2004 (unaudited)

51. BED, BATH & BEYOND PLAZA:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from March 3, 2004                 F-261
      (commencement of operations) to June 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from March 3,         F-262
      2004 (commencement of operations) to June 30, 2004 (unaudited)

52. AZALEA SQUARE:

(a)  Independent Auditors' Report                                                                                       F-263

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from July 4, 2004                  F-264
     (commencement of operations) to December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from July 4,          F-265
     2003 (commencement of operations) to December 31, 2003 and the nine months ended September 30,
     2004 (unaudited)


                                      F-10




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
53. THE PROPERTIES ACQUIRED FROM BAYER PROPERTIES, INC.:

(a)  Independent Auditors' Report                                                                                       F-267

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-268
     2003 and the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-269
     December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

54. DENTON TOWN CROSSING:

(a)  Independent Auditors' Report                                                                                       F-271

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from August 11, 2003 to            F-272
     December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from August 11,       F-273
     2003 to December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

55. THE PROPERTIES ACQUIRED FROM DONAHUE SCHRIBER:

(a)  Independent Auditors' Report                                                                                       F-275

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,          F-276
     2003 and the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended          F-277
     December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

56. GURNEE TOWN CENTRE:

(a)  Independent Auditors' Report                                                                                       F-279

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-280
     the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,
     2003 and the nine months ended September 30, 2004 (unaudited)                                                      F-281

57. WINCHESTER COMMONS:

(a)  Independent Auditors' Report                                                                                       F-283

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-284
     the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-285
     2003 and the nine months ended September 30, 2004 (unaudited)

58. MANSFIELD TOWNE CENTRE:

(a)  Independent Auditors' Report                                                                                       F-287

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from July 23, 2003                 F-288
     (commencement of operations) to December 31, 2003 and the nine months ended September


                                      F-11




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
     30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from July 23,         F-289
     2003 (commencement of operations) to December 31, 2003 and the nine months ended September 30,

59. FOX CREEK VILLAGE:

(a)  Independent Auditors' Report                                                                                       F-291

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the period from November 12, 2003             F-292
      (commencement of operations) to December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from November 12,     F-293
     2003 to December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

60. GATEWAY PAVILION:

(a)  Independent Auditors' Report                                                                                       F-295

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-296
     the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-297
      2003 and the nine months ended September 30, 2004 (unaudited)

61.  NORTHWOODS SHOPPING CENTER:

(a)  Independent Auditors' Report                                                                                       F-299

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-300
     the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-301
     2003 and the nine months ended September 30, 2004 (unaudited)

62. OSWEGO COMMONS:

(a)  Independent Auditors' Report                                                                                       F-303

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-304
     the nine months ended September 30, 2004 (unaudited)

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-305
      2003 and the nine months ended September 30, 2004 (unaudited)

63. LAKE MARY POINTE:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-307
     the nine months ended September 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for year ended December 31,          F-308
      2003 and the nine months ended September 30, 2004 (unaudited)


                                      F-12




                                                                                                                         PAGE
                                                                                                                       --------
                                                                                                                     
64. PUBLIX CENTER - MT. PLEASANT:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from April 18, 2004                F-309
     (commencement of operations) to September 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from April 18,        F-310
      2004 (commencement of operations) to September 30, 2004 (unaudited)

65. FIVE FORKS:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-311
     the nine months ended September 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-312
     2003 and the nine months ended September 30, 2004 (unaudited)

66. GATEWAY STATION:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the period from June 21, 2004                 F-313
     (commencement of operations) to September 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period from June 21,         F-314
     2004 (commencement of operations) to September 30, 2004 (unaudited)

67.  SHOPS AT FOREST COMMONS:

(a)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and          F-315
     the nine months ended September 30, 2004 (unaudited)

(b)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,      F-316
     2003 and the nine months ended September 30, 2004 (unaudited)

68.  SOUTHLAKE TOWN SQUARE:

(a)  Independent Auditors' Report                                                                                       F-317

(b)  Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 and
     the nine months ended September 30, 2004 (unaudited)                                                               F-318

(c)  Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31,
     2003 and the nine months ended September 30, 2004 (unaudited)                                                      F-319

69.  THE PROPERTIES ACQUIRED FROM EASTERN RETAIL HOLDINGS, LP:

(a)  Independent Auditors' Report                                                                                       F-321

(b)  Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 
     2003 and the nine months ended September 30, 2004 (unaudited)                                                      F-322

(c)  Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses for the year ended 
     December 31, 2003 and the nine months ended September 30, 2004 (unaudited)                                         F-323


                                      F-13


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Inland Western Retail Real Estate Trust, Inc.:

We have audited the consolidated financial statements of Inland Western Retail
Real Estate Trust, Inc. (the Company) as listed in the accompanying index. In
connection with our audit of the consolidated financial statements, we also have
audited the financial statement schedule as listed in the accompanying index.
These consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Inland Western
Retail Real Estate Trust, Inc. as of December 31, 2003 and the results of their
operations and their cash flows for the period from March 5, 2003 (inception) to
December 31, 2003, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.


KPMG LLP


Chicago, Illinois
February 13, 2004

                                      F-14


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           Consolidated Balance Sheet

                                December 31, 2003

                                     ASSETS


                                                                  
Investment properties:
  Land                                                               $      36,280,244
  Building and other improvements                                           86,439,670
                                                                     -----------------

                                                                           122,719,914
  Less accumulated depreciation                                               (140,497)
                                                                     -----------------

Net investment properties                                                  122,579,417

Cash and cash equivalents                                                   64,381,134
Accounts and rents receivable                                                1,147,551
Due from affiliates                                                            918,750
Note receivable                                                              7,552,155
Acquired in-place lease intangibles (net of accumulated
  amortization of $51,773)                                                   8,753,908
Acquired above market lease intangibles (net of accumulated
  amortization of $5,227)                                                    1,590,446
Loan fees (net of accumulated amortization of $24,835)                       1,434,160
Other assets                                                                 3,744,642
                                                                     -----------------

Total assets                                                         $     212,102,163
                                                                     =================


          See accompanying notes to consolidated financial statements.

                                      F-15


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           Consolidated Balance Sheet
                                   (continued)

                                December 31, 2003

                      LIABILITIES AND STOCKHOLDER'S EQUITY


                                                                  
Liabilities:
Accounts payable                                                     $         505,448
Accrued offering costs due to affiliates                                     1,369,366
Accrued real estate taxes                                                    1,392,069
Distributions payable                                                          927,539
Security deposits                                                              108,189
Mortgages payable                                                           29,627,000
Line of credit                                                               5,000,000
Prepaid rental and recovery income                                             104,756
Advances from sponsor                                                        1,202,519
Acquired below market lease intangibles (net of accumulated
  amortization of $15,386)                                                   5,910,413
Other liabilities                                                               71,927
Due to affiliates                                                            2,154,158
                                                                     -----------------

Total liabilities                                                           48,373,384
                                                                     -----------------

Stockholders' equity:
Preferred stock, $.001 par value, 10,000,000 shares
  authorized, none outstanding                                                       -
Common stock, $.001 par value, 250,000,000 shares authorized,
  18,737,141 shares issued and outstanding                                      18,737
Additional paid in capital (net of offering costs of
  $22,144,814 of which $1,369,366 was paid or accrued to
  affiliates)                                                              165,168,650
Accumulated distributions in excess of net loss                             (1,458,608)
                                                                     -----------------

Total stockholders' equity                                                 163,728,779
                                                                     -----------------

Commitments and contingencies (Note 11)

Total liabilities and stockholders' equity                           $     212,102,163
                                                                     =================


          See accompanying notes to consolidated financial statements.

                                      F-16


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      Consolidated Statement of Operations

     For the period from March 5, 2003 (inception) through December 31, 2003


                                                                  
Income:
  Rental income                                                      $         606,645
  Real estate tax recovery income                                               95,654
  Common area costs recovery income                                             42,334
  Interest income                                                               37,648
                                                                     -----------------

Total income                                                                   782,281
                                                                     -----------------

Expenses:
  Professional services                                                         88,058
  General and administrative expenses to affiliates                            104,259
  General and administrative expenses to non-affiliates                        127,896
  Property operating expenses to affiliates                                     16,627
  Property operating expenses to non-affiliates                                 30,963
  Real estate tax                                                               95,654
  Interest                                                                     135,735
  Depreciation                                                                 140,497
  Amortization                                                                  76,608
  Acquisition cost expenses to affiliates                                        7,563
  Acquisition cost expenses to non-affiliates                                  131,700
                                                                     -----------------

Total expenses                                                                 955,560
                                                                     -----------------

Net loss                                                             $        (173,279)
                                                                     =================

Net loss per common share, basic and diluted                         $            (.07)
                                                                     =================

Weighted average number of common shares outstanding, basic
and diluted                                                                  2,520,986
                                                                     =================


           See accompanying notes to consolidated financial statements

                                      F-17


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                 Consolidated Statement of Stockholders' Equity

       For the period from March 5, 2003 (inception) to December 31, 2003



                                                                                                ACCUMULATED
                                                                               ADDITIONAL      DISTRIBUTIONS
                                            NUMBER OF           COMMON          PAID-IN        IN EXCESS OF
                                              SHARES            STOCK           CAPITAL          NET INCOME           TOTAL
                                         -----------------------------------------------------------------------------------------
                                                                                                     
Balance at March 5, 2003 (inception)                    -                -                -                 -                   -

Net loss                                                -                -                -          (173,279)           (173,279)
Distributions declared ($.15 per
  weighted average number of
  common shares outstanding)                            -                -                -        (1,285,329)         (1,285,329)
Proceeds from offering                         18,718,092           18,718      187,127,565                 -         187,146,283
Offering costs                                                           -      (22,144,814)                -         (22,144,814)
Proceeds from DRP                                  19,049               19          180,949                 -             180,968
Common stock option expense                             -                -            4,950                 -               4,950
                                         -----------------------------------------------------------------------------------------

Balance at December 31, 2003                   18,737,141       $   18,737    $ 165,168,650      $ (1,458,608)      $  163,728,779
                                         =========================================================================================


          See accompanying notes to consolidated financial statements.

                                      F-18


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                             STATEMENT OF CASH FLOWS

     For the period from March 5, 2003 (inception) through December 31, 2003


                                                                             
Cash flows from operations:
Net loss                                                                        $      (173,279)
Adjustments to reconcile net loss to net cash provided by operating
  activities:
  Depreciation                                                                          140,497
  Amortization                                                                           76,608
  Amortization on acquired above market leases                                            5,227
  Amortization on acquired below market leases                                          (15,386)
  Stock option expense                                                                    4,950
Changes in assets and liabilities:
  Accounts and rents receivable                                                      (1,147,551)
  Accrued real estate taxes                                                           1,240,567
  Accounts payable                                                                      306,996
  Prepaid rental and recovery income                                                    104,756
  Other liabilities                                                                      71,927
  Security deposits                                                                     108,189
                                                                                ---------------

Net cash flows provided by operating activities                                         723,501
                                                                                ---------------

Cash flows from investing activities:
  Purchase of investment properties                                                (122,719,914)
  Acquired above market leases                                                       (1,595,673)
  Acquired in place lease intangibles                                                (8,805,681)
  Acquired below market leases                                                        5,925,799
  Other assets                                                                         (830,697)
  Funding of note receivable                                                         (7,552,155)
  Due to affiliates                                                                   2,154,158
                                                                                ---------------
Net cash flows used in investing activities                                        (133,424,163)
                                                                                ---------------

Cash flows from financing activities:
  Proceeds from offering                                                            187,146,283
  Proceeds from the DRP                                                                 180,968
  Payment of offering costs                                                         (20,775,448)
  Loan proceeds                                                                      29,627,000
  Proceeds from unsecured line of credit                                              5,000,000
  Loan fees                                                                          (4,022,986)
  Distributions paid                                                                   (357,790)
  Due from affiliates                                                                  (918,750)
  Advances from sponsor                                                               1,202,519
                                                                                ---------------
Net cash flows provided by financing activities                                     197,081,796
                                                                                ---------------


                 See accompanying notes to financial statements

                                      F-19


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                             STATEMENT OF CASH FLOWS
                                   (continued)

     For the period from March 5, 2003 (inception) through December 31, 2003


                                                                             
Net increase in cash and cash equivalents                                       $    64,381,134
Cash and cash equivalents, at beginning of period                                             -
                                                                                ---------------

Cash and cash equivalents, at end of period                                     $    64,381,134
                                                                                ===============

Supplement disclosure of cash flow information:

Cash paid for interest                                                          $       135,735
                                                                                ===============

Supplement schedule of non-cash financing activities:

Distributions payable                                                           $       927,539
                                                                                ===============

Accrued offering costs payable                                                  $     1,369,366
                                                                                ===============


                 See accompanying notes to financial statements

                                      F-20


                INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                           (A Maryland Corporation)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              December 31, 2003
                                 (unaudited)

(1) Organization

Inland Western Retail Real Estate Trust, Inc. (the "Company") was formed on
March 5, 2003 to acquire and manage a diversified portfolio of real estate,
primarily multi-tenant shopping centers. The Advisory Agreement provides for
Inland Western Retail Real Estate Advisory Services, Inc. (the "Advisor"), an
Affiliate of the Company, to be the Advisor to the Company. On September 15,
2003, the Company commenced an initial public offering of up to 250,000,000
shares of common stock at $10 each and the issuance of 20,000,000 shares at
$9.50 each which may be distributed pursuant to the Company's distribution
reinvestment program.

The Company is qualified and has elected to be taxed as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal
income tax purposes commencing with the tax year ending December 31, 2003. Since
the Company qualifies for taxation as a REIT, the Company generally will not be
subject to federal income tax to the extent it distributes at least 90% of its
REIT taxable income to its stockholders. If the Company fails to qualify as a
REIT in any taxable year, the Company will be subject to federal income tax on
its taxable income at regular corporate tax rates. Even if the Company qualifies
for taxation as a REIT, the Company may be subject to certain state and local
taxes on its income and property and federal income and excise taxes on its
undistributed income.

The Company provides the following programs to facilitate investment in the
Company's shares and to provide limited liquidity for stockholders.

The Company allows stockholders who purchase shares in the offering to purchase
additional shares from the Company by automatically reinvesting distributions
through the distribution reinvestment program ("DRP"), subject to certain share
ownership restrictions. Such purchases under the DRP are not be subject to
selling commissions or the marketing contribution and due diligence expense
allowance, and are made at a price of $9.50 per share.

The Company will repurchase shares under the share repurchase program ("SRP"),
if requested, at least once quarterly on a first-come, first-served basis,
subject to certain restrictions. Subject to funds being available, the Company
will limit the number of shares repurchased during any calendar year to 5% of
the weighted average number of shares outstanding during the prior calendar
year. Funding for the SRP will come exclusively from proceeds that the Company
receives from the sale of shares under the DRP and such other operating funds,
if any, as the Company's board of directors, at its sole discretion, may reserve
for this purpose. The board, at its sole discretion, may choose to terminate the
share repurchase program after the end of the offering period, or reduce the
number of shares purchased under the program, if it determines that the funds
allocated to the SRP are needed for other purposes, such as the acquisition,
maintenance or repair of properties, or for use in making a declared
distribution. A determination by the board to eliminate or reduce the share
repurchase program will require the unanimous affirmative vote of the
independent directors. As of December 31, 2003, no shares have been repurchased
by the Company.

The accompanying Consolidated Financial Statements include the accounts of the
Company, as well as all wholly owned subsidiaries. Wholly owned subsidiaries
generally consist of limited liability companies ("LLC's"). The effects of all
significant intercompany transactions have been eliminated.

                                      F-21




                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(2) Summary of Significant Accounting Policies

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United State of America ("GAAP") requires
management of the Company to make estimates and assumptions relating to the
reported amount of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates.

Highly liquid investments with a maturity of three months or less when purchased
are classified as cash equivalents.

Costs associated with the offering are deferred and charged against the gross
proceeds of the offering upon closing. Formation and organizational costs are
expensed as incurred. As of December 31, 2003, $7,500 of organizational costs
were expensed.

The Company applies the fair value method of accounting as prescribed by SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION for its stock options granted.
Under this method, the Company will report the value of granted options as a
charge against earnings ratably over the vesting period.

Real estate acquisitions are recorded at costs less accumulated depreciation.
Ordinary repairs and maintenance are expensed as incurred.

Depreciation expense is computed using the straight line method. Building and
improvements are depreciated based upon estimated useful lives of 30 years for
building and improvements and 15 years for site improvements.

The Company performed an impairment analysis for its long-lived assets in
accordance with Statement of Financial Accounting Standards No. 144 ("SFAS 144")
to ensure that the investment property's carrying value does not exceed its fair
value. The valuation analysis performed by the Company was based upon many
factors which require difficult, complex or subjective judgments to be made.
Such assumptions include projecting vacancy rates, rental rates, operating
expenses, lease terms, tenant financial strength, economy, demographics,
property location, capital expenditures and sales value among other assumptions
to be made upon valuing each property. This valuation is sensitive to the actual
results of any of these uncertain factors, either individually or taken as a
whole. Based upon the Company's judgment, no impairment was warranted as of
December 31, 2003.

Tenant improvements are amortized on a straight line basis over the life of the
related lease as a component of amortization expense.

Leasing fees are amortized on a straight-line basis over the life of the related
lease.

Loan fees are amortized on a straight-line basis over the life of the related
loans.

                                      F-22


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

The Company allocates the purchase price of the each acquired investment
property between land, building and improvements, acquired above market and
below market leases, in-place lease value, customer relationship value, and any
assumed financing that is determined to be above or below market terms. The
allocation of the purchase price is an area that requires judgment and
significant estimates. The Company uses the information contained in the
independent appraisal obtained at acquisition as the primary basis for the
allocation to land and building and improvements. The aggregate value of
intangibles is measured based on the difference between the stated price and the
property value as if vacant. The Company determines whether any financing
assumed is above or below market based upon comparison to similar financing
terms for similar investment properties. The Company also allocates a portion of
the purchase price to the estimated acquired in-place lease costs based on
estimated lease execution costs for similar leases and we consider various
factors including geographic location and size of leased space. The Company also
evaluates each acquired lease based upon current market rates at the acquisition
date and we consider various factors including geographical location, size and
location of leased space within the investment property, tenant profile, and the
credit risk of the tenant in determining whether the acquired lease is above or
below market lease costs. After an acquired lease is determined to be above or
below market lease costs, the Company allocates a portion of the purchase price
to such above or below acquired lease costs based upon the present value of the
difference between the contractual lease rate and the estimated market rate. The
determination of the discount rate used in the present value calculation is
based upon the "risk free rate." This discount rate is a significant factor in
determining the market valuation which requires our judgment of subjective
factors such as market knowledge, economic, demographics, location, visibility,
location, age and physical condition of the property.

The application of SFAS 141 and SFAS 142 resulted in the recognition upon
acquisition of additional intangible assets and liabilities relating to the 2003
real estate acquisitions. The portion of the purchase price allocated to
acquired above market lease costs and acquired below market lease costs are
amortized on a straight line basis over the life of the related lease as an
adjustment to rental income. Amortization pertaining to the above market lease
costs of $5,227 was applied as a reduction to rental income for the period from
March 5, 2003 (inception) to December 31, 2003. Amortization pertaining to the
below market lease costs of $15,386 was applied as an increase to rental income
for the period from March 5, 2003 (inception) to December 31, 2003. The table
below presents the amortization during the next five years related to the
acquired above market lease costs and the below market lease costs for
properties owned at December 31, 2003:



Amortization of:                     2004            2005            2006           2007            2008         THEREAFTER
                                     ----            ----            ----           ----            ----         ----------
                                                                                               
Acquired above
market lease costs                 (431,185)       (431,185)       (429,043)       (37,016)        (37,016)       (225,001)

Acquired below
market lease costs                  582,355         582,355         582,355        561,053         531,230       3,071,065

Net rental income
increase / (decrease)               151,170         151,170         153,312        524,037         494,214       2,846,064

Acquired in place lease
  intangibles                       963,821         963,821         963,821        963,821         963,821       3,934,803


The portion of the purchase price allocated to acquired in-place lease
intangibles are amortized on a straight line basis over the life of the related
lease. We incurred amortization expense pertaining to acquired in-place lease
intangibles of $51,773 for the period from March 5, 2003 (inception) to December
31, 2003.

                                      F-23


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

Rental income is recognized on a straight-line basis over the term of each
lease. The difference between rental income earned on a straight-line basis and
the cash rent due under the provisions of the lease agreements is recorded as
deferred rent receivable and is included as a component of accounts and rents
receivable in the accompanying consolidated balance sheets.

The carrying amount of the Company's debt approximates fair value. The carrying
amount of the Company's other financial instruments approximate fair value
because of the relatively short maturity of these instruments.

Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements"
("SAB 101"), determined that a lessor should defer recognition of contingent
rental income (i.e. percentage/excess rent) until the specified target (i.e.
breakpoint) that triggers the contingent rental income is achieved. The Company
records percentage rental revenue in accordance with the SAB 101.

(3) Transactions with Affiliates

The Advisor contributed $200,000 to the capital of the Company for which it
received 20,000 shares of common stock.

As of December 31, 2003, the Company had incurred $22,144,814 of offering costs.
Pursuant to the terms of the offering, the Advisor has guaranteed payment of all
public offering expenses (excluding sales commissions and the marketing
contribution and the due diligence expense allowance) in excess of 5.5% of the
gross proceeds of the offering or all organization and offering expenses
(including selling commissions) which together exceed 15% of gross proceeds. As
of December 31, 2003, offering costs did not exceed the 5.5% and 15%
limitations. The Company anticipates that these costs will not exceed these
limitations upon completion of the offering.

Certain compensation and fees payable to the Advisor for services to be provided
to the Company are limited to maximum amounts.

Nonsubordinated payments:

      Offering stage:

           Selling commissions           7.5% of the sale price for each share

           Marketing contribution        3.0% of the gross offering proceeds
           and due diligence
           allowance

           Reimbursable expenses         We will reimburse our sponsor for
           and other expenses of         actual costs incurred, on our behalf,
           issuance                      in connection with the offering

      Acquisition stage:

           Acquisition expenses          We will reimburse an affiliate of our
                                         Advisor for costs incurred, on our
                                         behalf, in connection with the
                                         acquisition of properties

                                      F-24


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

      Operational stage:

           Property management fee       4.5% of the gross income from the
           THIS FEE TERMINATES UPON A    properties. (cannot exceed 90% of the
           BUSINESS COMBINATION WITH     fee which would be payable to an
           THE PROPERTY MANAGEMENT       unrelated third party)
           COMPANY.

           Loan servicing fee            .03% of the total principal amount of
                                         the loans being serviced For each full
                                         year, up to the first $100 million and
                                         a lesser percentage on a sliding scale
                                         thereafter

           Other property level          Compensation for these services will
           services                      not exceed 90% of that which would be
                                         paid to any third party for such
                                         services

           Reimbursable expenses         The compensation and reimbursements to
           relating to administrative    our Advisor and its affiliates will be
           services                      approved by a majority of our directors

      Liquidation stage:

           Property disposition fee      Lesser of 3% of sales price or 50% of
           THIS FEE TERMINATES UPON A    the customary commission which would be
           BUSINESS COMBINATION WITH     paid to a third party
           THE ADVISOR

Subordinated payments:

      Operational stage:

           Advisor asset management fee  Not more than 1% per annum of our
           THIS FEE TERMINATES UPON A    average assets; Subordinated to a
           BUSINESS COMBINATION WITH     non-cumulative, non-compounded return,
           THE ADVISOR                   equal to 6% per annum

      Liquidation stage:

           Incentive advisory fee        After the stockholders have first
           THIS FEE TERMINATES UPON A    received a 10% cumulative,
           BUSINESS COMBINATION WITH     non-compounded return per year and a
           THE ADVISOR                   return of their net investment, an
                                         incentive advisory fee equal to 15% on
                                         net proceeds from the sale of a
                                         property will be paid to the Advisor

On October 31, 2003, the Company acquired an existing shopping center known as
The Shops at Park Place through the purchase of all of the membership interests
of the general partner and the membership interests of the limited partner of
the limited partnership holding title to this property. The center contains
approximately 116,300 gross leasable square feet and is located in Plano, Texas.
An affiliate of our Advisor, Inland Park Place Limited Partnership, acquired
this property on September 30, 2003 from CDG Park Place LLC, an unaffiliated
third party for $23,868,000. Inland Park Place Limited Partnership agreed to
sell this property to the Company when sufficient funds from the sale of shares
to acquire

                                      F-25


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

this property were raised. Inland Park Place Limited Partnership agreed to sell
this property to the Company for the price the affiliate paid to the
unaffiliated third party, plus any actual costs incurred. The Company's board of
directors unanimously approved acquiring this property, including a unanimous
vote of the independent directors. The total acquisition cost to the Company was
$24,000,000, which included $132,000 of costs incurred by the affiliate.

The Advisor and its affiliates are entitled to reimbursement for salaries and
expenses of employees of the Advisor and its affiliates relating to the
offering. In addition, an affiliate of the Advisor is entitled to receive
selling commissions, and the marketing contribution and due diligence expense
allowance from the Company in connection with the offering. Such costs are
offset against the Stockholders' equity accounts. Such costs totaled $16,859,779
for the period from March 5, 2003 (inception) to December 31, 2003, of which
$1,369,366 was unpaid at December 31, 2003.

The Advisor and its affiliates are entitled to reimbursement for general and
administrative costs of the Advisor and its affiliates relating to our
administration. Such costs are included in general and administrative expenses
to affiliates, professional services to affiliates, and acquisition cost
expenses to affiliates, in addition to costs that were capitalized pertaining to
property acquisitions. During the period from March 5, 2003 (inception) to
December 31, 2003, the Company incurred $194,017 of these costs, of which
$40,703 remained unpaid as of December 31, 2003.

An affiliate of the Advisor provides loan servicing to the Company for an annual
fee. The agreement allows for annual fees totaling .05% of the first
$100,000,000 in mortgage balance outstanding and .03% of the remaining mortgage
balance, payable monthly. Such fees totaled $328 in the period from March 5,
2003 (inception) to December 31, 2003.

The Company used the services of an affiliate of the Advisor to facilitate the
mortgage financing that the Company obtained on some of the properties
purchased. Such costs are capitalized as loan fees and amortized over the
respective loan term. During the period from March 5, 2003 (inception) to
December 31, 2003, the Company paid loan fees totaling $59,523 to this
affiliate.

The property managers, entities owned principally by individuals who are
affiliates of the Advisor, are entitled to receive property management fees
totaling 4.5% of gross operating income, for management and leasing services.
The Company incurred and paid property management fees of $16,627 for the period
from March 5, 2003 (inception) to December 31, 2003. None remained unpaid as of
December 31, 2003.

The Company established a discount stock purchase policy for affiliates of the
Company and the Advisor that enables the affiliates to purchase shares of common
stock at a discount at either $8.95 or $9.50 per share depending when the shares
are purchased. The Company sold 59,497 shares to affiliates and recognized an
expense related to these discounts of $62,472 for the period from March 5, 2003
(inception) to December 31, 2003.

As of December 31, 2003 the Company was due funds from affiliates in the amount
of $918,750 which is comprised of $73,750 due from an affiliate for costs paid
on their behalf by the Company and $845,000 which is due from the sponsor for
reimbursement of December distributions paid in January by the Company. The
sponsor has agreed to advance funds to the Company for distributions paid to our
shareholders until funds from operations are adequate to cover the
distributions. As of December 31, 2003 the Company owed funds to the sponsor in
the amount of $1,202,517 for repayment of these funds.

As of December 31, 2003 the Company owed funds to an affiliate in the amount of
$2,154,158 for the reimbursement of costs paid by the affiliate on behalf of the
Company.

                                      F-26


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(3) Stock Option Plan

The Company has adopted an Independent Director Stock Option Plan which, subject
to certain conditions, provides for the grant to each independent director of an
option to acquire 3,000 shares following their becoming a director and for the
grant of additional options to acquire 500 shares on the date of each annual
stockholders' meeting. The options for the initial 3,000 shares are exercisable
as follows: 1,000 shares on the date of grant and 1,000 shares on each of the
first and second anniversaries of the date of grant. The subsequent options will
be exercisable on the second anniversary of the date of grant. The initial
options will be exercisable at $8.95 per share. The subsequent options will be
exercisable at the fair market value of a share on the last business day
preceding the annual meeting of stockholders. As of December 31, 2003, we have
issued 3,000 options to acquire shares to each of our independent directors, for
a total of 15,000 options, of which none have been exercised or expired.

The per share weighted average fair value of options granted was $0.60 on the
date of the grant using the Black Scholes option-pricing model with the
following assumptions: expected dividend yield of 8%, risk free interest rate of
2.0%, expected life of five years and expected volatility rate of 18.0%. The
Company has recorded $3,000 as expense for the 5,000 options (1,000 options per
director) vesting upon the date of grant as of December 31, 2003 and will record
the remaining $6,000 in expense ratably over the remaining two-year vesting
period.

(4) New Accounting Pronouncements

In January 2003, FASB ISSUED INTERPRETATION 46, Consolidation of Variable
Interest Entities or Interpretation 46, which addresses the consolidation of
certain entities in which a company has a controlling financial interest through
means other than voting rights. This interpretation was revised in December
2003. For calendar year companies, Interpretation 46 contains an effective date
of December 31, 2003 for special purpose entities and periods ending after March
15, 2004 for all other entities. The Company does not own interests in special
purpose entities and management does not believe that the adoption of
Interpretation 46 will have a material impact on the Company's financial
statements.

On May 15, 2003, the Financial Accounting Standards Board issued Statement No.
150, ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY. The Statement requires issuers to classify as
liabilities (or assets in some circumstances) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally, the
Statement is effective for financial instruments entered into or modified after
May 31, 2003 and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. The Company adopted the provisions of the
Statement on July 1, 2003.

The Company did not enter into any financial instruments within the scope of the
Statement during the period from March 5, 2003 (inception) to December 31, 2003.
To the extent stockholders request shares to be repurchased by the Company under
the Share Repurchase Program, the Company's obligation to repurchase such shares
will be classified as a liability at the redemption amount at the date
documentation is complete and accepted by the Company in accordance with the
plan documents.

                                      F-27


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(5) Leases

Minimum lease payments to be received in the future under operating leases,
assuming no expiring leases are renewed, are as follows:



                                                      Minimum Lease
                                                        Payments
                                                  --------------------
                                                 
               2004                                 $      10,053,640
               2005                                         9,758,805
               2006                                         9,684,354
               2007                                         9,273,557
               2008                                         9,033,324
               Thereafter                                  78,836,462
                                                  --------------------
               Total                                $     126,640,142
                                                  ====================


The remaining lease terms range from one year to 56 years. Pursuant to the lease
agreements, tenants of the property are required to reimburse the Company for
some or all of their pro rata share of the real estate taxes, operating expenses
and management fees of the properties. Such amounts are included in additional
rental income.

(6) Note Receivable

The note receivable balance of $7,552,155 as of December 31 2003 consists of an
installment note from Fourth Quarter Properties XIV, LLC (Fourth) that matures
on January 15, 2004. This installment note is secured by a 49% interest in
Fourth, which owns the remaining portion of the Newnan Crossing shopping center
and is also guaranteed personally by the owner of Fourth. Interest only at a
rate of 7.6192% per annum is due on the note.

The installment note was advanced to Fourth in contemplation of the Company
purchasing the remaining portions of Newnan Crossing. The Company did not call
the note on January 15, 2004 and subsequently purchased the property on February
13, 2004 at which time the note was paid in full by Fourth.

                                      F-28


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(7) Mortgages Payable

Mortgages payable consist of the following at December 31, 2003:



                                                                            BALANCE AT
                                              INTEREST     MATURITY        DECEMBER 31,
FIXED RATE MORTGAGES PAYABLE                  RATE AT        DATE              2003
-------------------------------------------------------------------------------------------
                                                                  
Property as collateral:

Darien Commons                                 4.65%       06/01/10        $    16,500,000
Park Place                                     4.71%       11/01/08             13,127,000
                                                                           ----------------
Total Fixed Rate Mortgages Payable                                         $    29,627,000
                                                                           ================


The following table shows the mortgage debt maturing during the next five years
as of December 31, 2003.


                                        
                                2004       $                -
                                2005                        -
                                2006                        -
                                2007                        -
                                2008               13,127,000
                          Thereafter               16,500,000
                                           -------------------

                                           $       29,627,000
                                           ===================


All of the Company's mortgage loans require monthly payments of interest only.
The fixed-rate loans may be prepaid with a penalty after specific lockout
periods.

On February 9, 2004, the Company entered into a rate lock agreement with Bear
Stearns and paid a rate lock deposit of $1,200,000 to lock the interest rate at
4.372% for a period of 90 days on $60,000,000. The rate lock was entered into to
secure the interest rate on mortgage debt to be identified as debt is placed on
properties the Company currently owns or will acquire in the future.

(8)  Line of Credit

On December 24, 2003, the Company entered into a $150,000,000 unsecured line of
credit arrangement with KeyBank N.A. for a period of one year. The funds from
this line of credit will be used to provide liquidity from the time a property
is purchased until permanent debt is place on the property. The Company is
required to pay interest only on the outstanding balance from time to time under
the line at the rate equal to LIBOR plus 175 basis points. The Company is also
required to pay, on a quarterly basis, an amount ranging from .15% to .30%, per
annum, on the average daily undrawn funds remaining under this line. The line of
credit requires compliance with certain covenants, such as debt service rations,
minimum net worth requirements, distribution limitations and investment
restrictions. As of December 31, 2003, the Company was in compliance with such
covenants. In connection with obtaining this line of credit, the Company paid
fees in an amount totaling approximately $1,044,000 (which includes a .65%
commitment fee). The outstanding balance on the line of credit was $5,000,000 as
of December 31, 2003 with an effective interest rate of 2.9375% per annum.

                                      F-29


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(9) Segment Reporting

The Company owns and seeks to acquire multi-tenant shopping centers primarily in
the western United States. All of the Company's shopping centers are currently
located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma,
and Texas. The Company's shopping centers are typically anchored by grocery and
drugstores complemented with additional stores providing a wide range of other
goods and services to shoppers.

The Company assesses and measures operating results on an individual property
basis for each of its properties based on net property operations. Since all of
the Company's properties exhibit highly similar economic characteristics, cater
to the day-to-day living needs of their respective surrounding communities, and
offer similar degrees of risk and opportunities for growth, the properties have
been aggregated and reported as one operating segment.

Net property operations are summarized in the following table for the period
from March 5, 2003 (inception) to December 31, 2003, and a reconciliation to net
loss.


                                                   
Property rental and additional rental income          $      744,633
Total property operating expenses                           (143,244)
Mortgage interest                                           (132,471)
                                                      --------------

Net property operations                                      468,918
                                                      --------------

Interest income                                               37,648
Less non-property expenses:
  Professional services                                      (88,058)

General and administrative expenses                         (235,419)
Acquisition cost expenses                                   (139,263)
Depreciation and amortization                               (217,105)
                                                      --------------

Net loss                                              $     (173,279)
                                                      ==============


The following table summarizes property asset information as of December 31,
2003.


                                                   
Total assets:
  Shopping centers                                    $  142,804,128
  Non-segment assets                                      69,298,035
                                                      --------------

                                                      $  212,102,163
                                                      ==============


The Company does not derive any of it's consolidated revenue from foreign
countries and does not have any major customer that individually account for 10%
or more of the Company's consolidated revenues

                                      F-30


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

                                December 31, 2003

(10) Earnings (loss) per Share

Basic and diluted earnings (loss) per share ("EPS") is computed by dividing
income by the weighted average number of common shares outstanding for the
period (the "common shares"). As a result of the net loss incurred in 2003,
diluted weighted average shares outstanding do not give effect to common stock
equivalents as to do so would be anti-dilutive.

The basic and diluted weighted average number of common shares outstanding were
2,520,986 for the period from March 5, 2003 (inception) to December 31, 2003.

(11) Commitments and Contingencies

On December 10, 2003, in connection with the purchase of Stony Creek Market
Place, the Company entered into an earnout agreement with the seller of the
property. The earnout agreement stipulates that the seller shall retain the
right, for a 48 month period after the date of purchase, to purchase the
development and leasing rights to a vacant 50,000 square foot padsite included
in the purchase of the property. If the seller develops and leases the padsite
within the 48 month period, the Company is required to purchase the seller's
interest in the leases based on an agreed upon base rent divider stipulated in
the purchase and sale agreement. If the base rent divider should fall above or
below certain limits, then the seller and purchaser have certain rights to
terminate this agreement.

On December 31, 2003, in connection with the purchase of Pavilion at King's
Grant, the purchase and sale contract stipulates that if anytime during the
period from January 1, 2004 through December 31, 2007 the tenant, Toys R Us
located in the shopping center, should increase their base rent up to a maximum
amount of $250,000 and no decrease occurs in their requirement to pay for a
certain percentage of expenses at the property, then the Company would be
obligated to pay the seller additional funds related to the purchase based on a
income capitalization formula stipulated in the purchase and sale agreement.
After December 31, 2007 the Company is no longer obligated to pay the seller
additional funds.

As part of the purchase and sale agreement for Newnan Crossing, the Company is
obligated to purchase the remaining portion of the shopping center that is
currently under construction (approximately 28,000 square feet to be occupied by
Linen's N Things) after construction is complete and the tenant has moved in and
is paying rent. The purchase price for this portion of the center will be based
on an income capitalization formula.

(12) Subsequent Events

The Company issued 12,698,273 shares of common stock from January 1, 2004
through February 13, 2004 in connection with the offering, resulting in gross
proceeds of $126,917,854.

The Company is currently considering acquiring seven properties for an estimated
purchase price of $167,000,000. Our decision to acquire each property will
generally depend upon no material adverse change occurring relating to the
property, the tenants or in the local economic conditions and our receipt of
satisfactory due diligence information including appraisals, environmental
reports and lease an information prior to purchasing the property.

The Company has signed an application for an addition of $75,000,000 to the line
of credit with Key Bank. Fundings under the line of credit will require interest
only payments based on the provisions of the existing line of credit with Key
Bank. As of February 13, 2004, the Company's outstanding balance owed on the
line of credit is $70,000,000.

                                      F-31


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   Notes to Consolidated Financial Statements
                                   (continued)

                                December 31, 2003

The Company has acquired the following properties during the period January 1 to
February 13, 2004. The respective acquisitions are summarized in the table
below.



                                                            APPROXIMATE      GROSS LEASABLE
            DATE                                  YEAR     PURCHASE PRICE         AREA
          ACQUIRED             PROPERTY           BUILT         ($)            (SQ. FT.)           MAJOR TENANTS
          --------             --------           -----         ---            ---------           -------------
                                                                                 
          01/06/04     CorWest Plaza              2000/        33,000,000           115,011     Stop & Shop
                         New Britain, CT           2001                                         CVS Pharmacy
                                                                                                Liquor Depot

          01/09/04     Hickory Ridge               1999        41,900,000           310,360     Best Buy
                         Hickory, NC                                                            Kohl's
                                                                                                Marshall's
                                                                                                Linens N Things
                                                                                                Old Navy
                                                                                                Party City
                                                                                                Shoe Carnival
                                                                                                A.C. Moore

          01/14/04     Larkspur Landing           1978/        61,100,000           173,814     Bed Bath & Beyond
                         Larkspur, CA              2001                                         24 Hour Fitness

          01/15/04     North Ranch Pavilions       1992        18,468,000            62,812     Bank of America
                         Thousand Oaks, CA

          01/20/04     Metro Square Center         1999        11,031,000            61,817     Shoppers Food
                         Severn, MD                                                               Warehouse

          01/21/04     La Plaza Del Norte         1996/        59,100,000           320,362     Best Buy
                         San Antonia, TX           1999                                         Bealls
                                                                                                Ross Stores
                                                                                                Office Max
                                                                                                Oshman's Superstores
                                                                                                Cost Plus
                                                                                                DSW Shoe Warehouse
                                                                                                David's Bridal
                                                                                                Petco

          02/05/04     MacArthur Crossing         1995/        23,100,000           110,975     Stein Mart
                       Los Colinas, TX             1996

          02/13/04     Promenade at Red Cliff     1999/        19,618,000            94,936     Old Navy
                         St. George, UT            1998                                         Staples
                                                                                                Big 5 Sporting Goods

          02/13/04     Newnan Crossing, Phase II   1997        22,362,000           153,798     TJ Maxx
                         Newnan, GA                                                             Office Depot
                                                                                                Old Navy
                                                                                                Michaels
                                                                                                Party City


                                      F-32


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   Notes to Consolidated Financial Statements
                                   (continued)

                                December 31, 2003

The mortgage debt and financings obtained subsequent to December 31, 2003, are
detailed in the list below.



           DATE                                                                            MATURITY     PRINCIPAL BORROWED
          FUNDED                 MORTGAGE PAYABLE                ANNUAL INTEREST RATE        DATE               ($)
       ----------------------------------------------------------------------------------------------------------------------
                                                                                                    
          2/04/04     La Plaza Del Norte                                4.61%              03/01/10             32,528,000
                        San Antonio, TX

          1/30/04     Larkspur Landing                                  4.45%              02/01/09             33,630,000
                        Larkspur, CA

          1/28/04     Shaw's - New Britain  (A)                        4.684%              11/01/33              6,450,000
                        New Britain, CT

          1/21/04     Hickory Ridge                                    4.531%              02/01/09             23,650,000
                        Hickory, NC

          1/07/04     Cor West Plaza                                    4.56%              02/01/09             18,150,000
                        New Britain, CT

          1/05/04     Stony Creek Marketplace                           4.77%              01/01/11             14,162,000
                        Noblesville, IN



(A)  In connection with the financing of Shaw's - New Britain on January 28,
     2004, the Park Place mortgage debt was modified to be cross-collateralized
     with the Shaw's - New Britain mortgage debt. All other terms of the Park
     Place debt generally remained the same.

(13) Supplemental Financial Information (unaudited)

The following represents the results of operations, for the each quarterly
period, during 2003.



                                                                                            2003
                                                                 Dec. 31          Sept. 30       June 30       March 31
                                                             ----------------------------------------------------------
                                                                                                     
Total income                                                  $      782,281             -              -             -
Net loss                                                            (123,235)      (32,794)        (9,750)       (7,500)

Net loss, per common share, basic and diluted:                          (.01)        (1.64)          (.49)         (.38)

Weighted  average number of common shares outstanding,
  basic and diluted                                                8,319,975        20,000         20,000        20,000


                                      F-33




                        This page intentionally left blank.




                                      F-34


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A MARYLAND CORPORATION)

                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

                                DECEMBER 31, 2003



                                                     Initial Costs (A)             Gross Amount at which carried at end of period
                                                     -----------------             ----------------------------------------------
                                                              Buildings         Adjustments                         Buildings
                                                                 And                to                                And
                           Encumbrance           Land        Improvements          Basis             Land         Improvements
                           -----------           ----        ------------          -----             ----         ------------
                                                                                               
Darien Commons              16,500,000         7,000,000       22,468,408             -            7,000,000        22,468,408

Eckerd Drug Store
- Edmund                             -           975,000        2,400,249             -              975,000         2,400,249

Eckerd Drug Store
- Norman                             -           932,000        4,369,730             -              932,000         4,369,730

Newnan Crossing                      -         4,542,244       12,188,579             -            4,542,244        12,188,579

Park Place                  13,127,000         9,096,000       13,174,867             -            9,096,000        13,174,867

Pavilion at King's
Grant                                -         4,300,000        2,741,212             -            4,300,000         2,741,212

Shaw's Supermarket                   -         2,700,000       11,532,191             -            2,700,000        11,532,191

Stony Creek Market
Place                                -         6,735,000       17,564,434             -            6,735,000        17,564,434
                       ---------------------------------------------------------------------------------------------------------

Total:                   $  29,627,000     $  36,280,244    $  86,439,670             -        $  36,280,244     $  86,439,670
                       =========================================================================================================


                                            Accumulated
                                           Depreciation        Date         Date
                           Total (C)           (D)         Constructed    Acquired
                           ---------           ---         -----------    --------
                                                                    
Darien Commons            29,468,408             56,280              1994       12/03

Eckerd Drug Store
- Edmund                   3,375,249                  -              2003       12/03

Eckerd Drug Store
- Norman                   5,301,730                  -              2003       12/03

Newnan Crossing           16,730,823             84,217              1999       12/03

Park Place                22,270,867                  -              2001       10/03

Pavilion at King's
Grant                      7,041,212                  -         2002/2003       12/03

Shaw's Supermarket        14,232,191                  -              1995       12/03

Stony Creek Market
Place                     24,299,434                  -              2003       12/03
                       --------------------------------

Total:                 $ 122,719,914        $   140,497
                       ================================


                                      F-35

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                            Schedule III (continued)
                    Real Estate and Accumulated Depreciation

                                December 31, 2003

Notes:

     (A)  The initial cost to the Company represents the original purchase price
          of the property, including amounts incurred subsequent to acquisition
          which were contemplated at the time the property was acquired.

     (B)  The aggregate cost of real estate owned at December 31, 2003 for
          Federal income tax purposes was approximately $127,195,000
          (unaudited).

     (C)  Reconciliation of real estate owned:


                                                        
            Balance at March 5, 2003 (inception)           $              -
            Purchases of property                               127,195,469
            Acquired in-place lease intangibles                  (8,805,681)
            Acquired above market lease intangibles              (1,595,673)
            Acquired below below market lease
              intangibles                                         5,925,799
                                                           ----------------

            Balance at December 31, 2003                   $    122,719,914
                                                           ================


     (D)  Reconciliation of accumulated depreciation:


                                                        
            Balance at March 5, 2003 (inception)           $              -
            Depreciation expense                                    140,497
                                                           ----------------

            Balance at December 31, 2003                   $        140,497
                                                           ================


                                      F-36


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           CONSOLIDATED BALANCE SHEETS

                    September 30, 2004 and December 31, 2003
                (Dollars in thousands, except per share amounts)

                                     ASSETS



                                                                         September 30, 2004
                                                                             (unaudited)      December 31, 2003
                                                                             -----------      -----------------
                                                                                       
Investment properties:
  Land                                                                $          376,290     $           36,280
  Building and other improvements                                              1,614,585                 86,440
                                                                      ------------------     ------------------

                                                                               1,990,875                122,720
  Less accumulated depreciation                                                  (19,441)                  (141)
                                                                      ------------------     ------------------

Net investment properties                                                      1,971,434                122,579

Cash and cash equivalents (including cash held by
  management company of $0 and $239 as of September 30,
  2004 and December 31, 2003, respectively)                                      280,414                 64,381
Restricted cash (Note 2)                                                          80,094                      -
Investment in marketable securities and treasury contracts (Note 2)                1,566                      -
Investment in unconsolidated joint venture (Note 9)                                5,782                      -
Restricted escrows (Note 2)                                                       67,874                      -
Accounts and rents receivable (net of allowance of $146 and
  $0 as of September 30, 2004 and December 31, 2003, respectively)                11,683                  1,148
Due from affiliates (Note 3)                                                       1,572                    919
Notes receivable (Note 6)                                                         28,419                  7,552
Acquired in-place lease intangibles (net of accumulated
  amortization of $5,545 and $52 as of September 30, 2004
  and December 31, 2003, respectively)                                           148,597                  8,754
Acquired above market lease intangibles (net of accumulated
  amortization of $1,852 and $5 as of September 30, 2004
  and December 31, 2003, respectively)                                            37,578                  1,590
Loan fees, leasing fees and loan fee deposits (net of
  accumulated amortization of $1,235 and $25 as of
  September 30, 2004 and December 31, 2003, respectively)                         14,118                  3,998
Other assets                                                                      23,021                  1,181
                                                                      ------------------     ------------------

Total assets                                                          $        2,672,152     $          212,102
                                                                      ==================     ==================


          See accompanying notes to consolidated financial statements.

                                      F-37


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                           CONSOLIDATED BALANCE SHEETS
                                   (continued)

                    September 30, 2004 and December 31, 2003
                (Dollars in thousands, except per share amounts)

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                      September 30, 2004
                                                                          (unaudited)       December 31, 2003
                                                                      ------------------    ------------------
                                                                                      
Liabilities:
Mortgages and notes payable (Note 7)                                  $        1,141,248    $           29,627
Accounts payable                                                                   1,352                   150
Accrued offering costs due to affiliates                                           3,502                 1,369
Accrued interest payable                                                           2,947                     -
Tenant improvements payable                                                        3,605                     5
Accrued real estate taxes                                                         10,529                 1,392
Distributions payable                                                              7,187                   928
Security deposits                                                                  2,195                   108
Line of credit (Note 8)                                                                -                 5,000
Prepaid rental income and other liabilities                                        3,717                   179
Advances from sponsor (Note 3)                                                     2,869                 1,203
Acquired below market lease intangibles (net of accumulated
  amortization of $2,660 and $15 as of September 30, 2004
  and December 31, 2003, respectively)                                            70,356                 5,910
Restricted cash liability (Note 2)                                                80,094                     -
Due to affiliates                                                                    778                 2,502
                                                                      ------------------    ------------------

Total liabilities                                                              1,330,379                48,373
                                                                      ------------------    ------------------

Minority interests                                                                68,783                     -

Stockholders' equity:
Preferred stock, $.001 par value, 10,000 shares authorized,
  none outstanding                                                                     -                     -
Common stock, $.001 par value, 250,000 shares authorized,
  146,284 and 18,737 shares issued and outstanding as of
  September 30, 2004 and December 31, 2003, respectively                             146                    19
Additional paid-in capital (net of offering costs of $159,234
  and $22,145 as of September 30, 2004 and December 31,
  2003, respectively, of which $119,656 and $16,860 was paid
  or accrued to affiliates as of September 30, 2004 and
  December 31, 2003, respectively)                                             1,304,817               165,169
Accumulated distributions in excess of net income(loss)                          (32,177)               (1,459)
Accumulated other comprehensive income                                               204                     -
                                                                      ------------------    ------------------

Total stockholders' equity                                                     1,272,990               163,729
                                                                      ------------------    ------------------
Commitments and contingencies (Note 12)
Total liabilities and stockholders' equity                            $        2,672,152    $          212,102
                                                                      ==================    ==================


          See accompanying notes to consolidated financial statements.

                                      F-38


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

   For the three and nine months ended September 30, 2004, three months ended
    September 30, 2003 and the period from March 5, 2003 (inception) through
                               September 30, 2003
                (Dollars in thousands, except per share amounts)
                                   (unaudited)



                                                                                  Period from
                                                                                 March 5, 2003
                                 Three months    Three months     Nine months     (inception)
                                     ended           ended           ended          through
                                 September 30,   September 30,   September 30,   September 30,
                                     2004            2003            2004            2003
                                 -------------   -------------   -------------   -------------
                                                                     
Revenues:
  Rental income                  $      33,519   $           -   $      56,405   $           -
  Tenant recovery income                 7,002               -          12,802               -
  Other property income                    265               -             560               -
                                 -------------------------------------------------------------

Total revenues                          40,786               -          69,767               -
                                 -------------------------------------------------------------

Expenses:
  General and administrative
    expenses to affiliates                 449              12           1,304              12
  General and administrative
    expenses to non-affiliates             539              21           1,540              31
  Property operating
    expenses to affiliates               1,693               -           2,848               -
  Property operating
    expenses to non-affiliates           4,116               -           6,612               -
  Real estate taxes                      4,495               -           7,509               -
  Depreciation and
    amortization                        15,575               -          26,003               -
                                 -------------------------------------------------------------

Total expenses                          26,867              33          45,816              43
                                 -------------------------------------------------------------

Operating income (loss)          $      13,919   $         (33)  $      23,951   $         (43)

Other income                             1,413               -           1,886               -
Interest expense                       (10,954)              -         (17,964)              -
Realized loss on sale of
  treasury contracts                    (2,004)              -          (3,352)              -
Minority interests                        (107)              -            (107)              -
                                 -------------------------------------------------------------

Net income (loss)                $       2,267   $         (33)  $       4,414   $         (43)
                                 =============================================================


          See accompanying notes to consolidated financial statements.

                                      F-39


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

   For the three and nine months ended September 30, 2004, three months ended
    September 30, 2003 and the period from March 5, 2003 (inception) through
                               September 30, 2003
                (Dollars in thousands, except per share amounts)
                                   (unaudited)



                                                                                  Period from
                                                                                 March 5, 2003
                                 Three months    Three months    Nine months      (inception)
                                    ended           ended           ended           through
                                 September 30,   September 30,   September 30,   September 30,
                                     2004            2003            2004            2003
                                 -------------   -------------   -------------   -------------
                                                                     
Other comprehensive
  income:
  Unrealized gain on
    investment securities                  157               -             204               -
                                 -------------------------------------------------------------
Comprehensive income (loss)      $       2,424   $         (33)  $       4,618   $         (43)
                                 =============================================================

Net income(loss) per
  common share, basic and
  diluted                        $         .02   $       (1.65)  $         .06   $       (2.15)
                                 =============================================================
Weighted average number
  of common shares
  outstanding, basic and
  diluted                              112,887              20          70,052              20
                                 =============================================================


           See accompanying notes to consolidated financial statements

                                      F-40


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

               For the nine month period ended September 30, 2004
                (Dollars in thousands, except per share amounts)
                                   (unaudited)



                                                                           ACCUMULATED
                                                                          DISTRIBUTIONS     ACCUMULATED
                                                              ADDITIONAL  IN EXCESS OF         OTHER
                                      NUMBER OF    COMMON      PAID-IN     NET INCOME      COMPREHENSIVE
                                       SHARES      STOCK       CAPITAL       (LOSS)           INCOME          TOTAL
                                      ---------   --------   -----------  -------------    -------------   ------------
                                                                                         
Balance at December 31, 2003             18,737   $     19   $   165,169  $      (1,459)   $           -   $    163,729

Net income                                    -          -             -          4,414                -          4,414
Unrealized gain on investment
  securities                                  -          -             -              -              204            204
Distributions declared                        -          -             -        (35,132)               -        (35,132)
Proceeds from offering                  125,930        126     1,258,654              -                -      1,258,780
Offering costs                                -          -      (137,089)             -                -       (137,089)
Proceeds from dividend reinvestment
  program                                 1,617          1        15,360              -                -         15,361
Forgiveness of affiliate debt                 -          -         2,369              -                -          2,369
Issuance of stock options and
  discounts on shares issued to
  affiliates                                  -          -           354              -                -            354
                                      ---------   --------   -----------  -------------    -------------   ------------

Balance at September 30, 2004           146,284   $    146   $ 1,304,817        (32,177)   $         204   $  1,272,990
                                      =========   ========   ===========  =============    =============   ============


          See accompanying notes to consolidated financial statements.

                                      F-41


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the nine months ended September 30, 2004 and the period from March 5, 2003
                     (inception) through September 30, 2003.

                (Dollars in thousands, except per share amounts)
                                   (unaudited)



                                                                                                 Period from March
                                                                                                5, 2003 (inception)
                                                                          Nine months ended           through
                                                                          September 30, 2004    September 30, 2003
                                                                          ------------------    -------------------
                                                                                          
Cash flows from operations:
Net income (loss)                                                         $            4,414    $               (43)
Adjustments to reconcile net income (loss) to net cash provided by
  operating activities:
  Depreciation                                                                        19,300                      -
  Amortization                                                                         6,703                      -
  Amortization of acquired above market leases                                         1,847                      -
  Amortization of acquired below market leases                                        (2,645)                     -
  Rental income under master leases                                                      892                      -
  Straight line rental income                                                         (1,970)                     -
  Straight line lease expense                                                            301                      -
  Minority interests                                                                     107                      -
  Issuance of stock options and discount on shares issued to affiliates                  354                      4
  Realized loss on sale of treasury contracts                                          3,352                      -
Changes in assets and liabilities:
  Accounts and rents receivable net of change in allowance of $146
    and $0 for September 30, 2004 and September 30, 2003,
    respectively.                                                                     (8,565)                     -
  Other assets                                                                        (2,791)                   (50)
  Accounts payable                                                                     1,202                      -
  Accrued interest payable                                                             2,947                      -
  Accrued real estate taxes                                                            9,189                      -
  Security deposits                                                                    2,087                      -
  Prepaid rental and recovery income and other liabilities                             3,237                      -
                                                                          ------------------    -------------------
Net cash flows provided by (used in) operating activities                             39,961                    (89)
                                                                          ------------------    -------------------
Cash flows used in investing activities:
  Purchase of investment securities and treasury contracts                            (4,714)                     -
  Restricted escrows                                                                 (67,874)                     -
  Purchase of investment properties                                               (1,843,474)                     -
  Acquired in-place lease intangibles                                               (145,336)                     -
  Acquired above market leases                                                       (37,835)                     -
  Acquired below market leases                                                        67,091                      -
  Contributions from minority interest-joint ventures                                 68,676                      -
  Purchase of unconsolidated joint ventures                                           (5,782)                     -
  Payment of leasing fees                                                               (623)                     -
  Tenant improvements payable                                                          3,079                      -
  Other assets                                                                       (19,049)                     -
  Funding of notes receivable                                                        (28,419)                     -
  Due to affiliates                                                                   (1,724)                    14
                                                                          ------------------    -------------------
Net cash flows (used in) provided by investing activities                         (2,015,984)                    14
                                                                          ------------------    -------------------


                 See accompanying notes to financial statements

                                      F-42


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the nine months ended September 30, 2004 and the period from March 5, 2003
                     (inception) through September 30, 2003.
                (Dollars in thousands, except per share amounts)
                                   (unaudited)



                                                                                                 Period from March
                                                                                                5, 2003 (inception)
                                                                           Nine months ended          through
                                                                          September 30, 2004    September 30, 2003
                                                                          ------------------    -------------------
                                                                                          
Cash flows from financing activities:
  Proceeds from offering                                                  $        1,258,780    $               200
  Proceeds from the dividend reinvestment program                                     15,361                      -
  Payment of offering costs                                                         (134,956)                (1,038)
  Proceeds from mortgage debt and notes payable                                    1,094,146                      -
  Principal payments on mortgage debt                                                    (77)                     -
  Proceeds from unsecured line of credit                                             165,000                      -
  Payoff of unsecured line of credit                                                (170,000)                     -
  Loan fees and deposits                                                             (10,707)                     -
  Distributions paid                                                                 (28,873)                     -
  Due from affiliates                                                                  1,013                      -
  Advances from advisor                                                                    -                  1,113
  Forgiveness of affiliate debt                                                        2,369                      -
                                                                          ------------------    -------------------
Net cash flows provided by financing activities                                    2,192,056                    275
                                                                          ------------------    -------------------

Net increase in cash and cash equivalents                                            216,033                    200
Cash and cash equivalents, at beginning of period                                     64,381                      -
                                                                          ------------------    -------------------
Cash and cash equivalents, at end of period                               $          280,414    $               200
                                                                          ==================    ===================
Supplemental disclosure of cash flow information:
Cash paid for interest                                                    $           15,017    $                 -
                                                                          ==================    ===================

Restricted cash                                                           $          (80,094)   $                 -
Restricted cash liability                                                             80,094                      -
                                                                          ==================    ===================

Due from sponsor                                                          $           (1,567)                     -
Due to sponsor                                                                         1,567                      -
                                                                          ==================    ===================

Supplemental schedule of non-cash investing and financing
activities:
Purchase of investment properties                                         $       (1,872,247)   $                 -
Assumption of mortgage debt                                                           17,552                      -
Write-off of acquisition reserve                                                         521                      -
Purchase price adjustments                                                             3,148                      -
Conversion of mortgage receivable to investment property                               7,552                      -
                                                                          ------------------    -------------------
                                                                          $       (1,843,474)   $                 -
                                                                          ==================    ===================
Distributions payable                                                     $            7,187    $                 -
                                                                          ==================    ===================
Accrued offering costs payable                                            $            3,502    $               295
                                                                          ==================    ===================


                 See accompanying notes to financial statements

                                      F-43


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                  (unaudited)

(1) Organization and Basis of Accounting

Inland Western Retail Real Estate Trust, Inc. (the "Company") was formed on
March 5, 2003 to acquire and manage a diversified portfolio of real estate,
primarily multi-tenant shopping centers. The Advisory Agreement provides for
Inland Western Retail Real Estate Advisory Services, Inc. (the "Business
Manager" or "Advisor"), an Affiliate of the Company, to be the Business Manager
or Advisor to the Company. On September 15, 2003, the Company commenced an
initial public offering of up to 250,000,000 shares of common stock at $10 each
and the issuance of 20,000,000 shares at $9.50 each which may be distributed
pursuant to the Company's distribution reinvestment program. The Company has
also registered with the Securities and Exchange Commission for another public
offering of up to 250,000,000 shares of common stock at $10 each and up to
20,000,000 shares at $9.50 each pursuant to the distribution reinvestment
program which is not effective as of November 5, 2004.

The Company is qualified and has elected to be taxed as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal
income tax purposes commencing with the tax year ending December 31, 2003. Since
the Company qualifies for taxation as a REIT, the Company generally will not be
subject to federal income tax to the extent it distributes at least 90% of its
REIT taxable income to its stockholders. If the Company fails to qualify as a
REIT in any taxable year, the Company will be subject to federal income tax on
its taxable income at regular corporate tax rates. Even if the Company qualifies
for taxation as a REIT, the Company may be subject to certain state and local
taxes on its income and property and federal income and excise taxes on its
undistributed income.

The Company provides the following programs to facilitate investment in the
Company's shares and to provide limited liquidity for stockholders.

The Company allows stockholders who purchase shares in the offering to purchase
additional shares from the Company by automatically reinvesting distributions
through the distribution reinvestment program ("DRP"), subject to certain share
ownership restrictions. Such purchases under the DRP are not subject to selling
commissions or the marketing contribution and due diligence expense allowance,
and are made at a price of $9.50 per share.

The Company will repurchase shares under the share repurchase program ("SRP"),
if requested, at least once quarterly on a first-come, first-served basis,
subject to certain restrictions. Subject to funds being available, the Company
will limit the number of shares repurchased during any calendar year to 5% of
the weighted average number of shares outstanding during the prior calendar
year. Funding for the SRP will come exclusively from proceeds that the Company
receives from the sale of shares under the DRP and such other operating funds,
if any, as the Company's board of directors, at its sole discretion, may reserve
for this purpose. The board, at its sole discretion, may choose to terminate the
share repurchase program after the end of the offering period, or reduce the
number of shares purchased under the program, if it determines that the funds
allocated to the SRP are needed for other purposes, such as the acquisition,
maintenance or repair of properties, or for use in making a declared
distribution. A determination by the board to eliminate or reduce the share
repurchase program will require the unanimous affirmative vote of the
independent directors. As of September 30, 2004, no shares have been repurchased
by the Company.

The accompanying Consolidated Financial Statements include the accounts of the
Company, as well as all wholly owned subsidiaries and consolidated joint venture
investments. Wholly owned subsidiaries generally consist of limited liability
companies (LLC's) and limited partnerships (LP's). The effects of all
significant intercompany transactions have been eliminated.

                                      F-44


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The Company would consolidate certain property holding entities and other
subsidiaries that it owns less than a 100% equity interest if the entity is a
variable interest entity ("VIE") and it is the primary beneficiary (as defined
in FASB Interpretation 46(R) CONSOLIDATION OF VARIABLE INTEREST ENTITIES, an
Interpretation of ARB No. 51, as revised ("FIN 46(R)")). For joint ventures that
are not variable interest entities (VIE's) of which the Company owns less than
100% of the equity interest, the Company consolidates the property if it
receives substantially all of the economics or has the direct or indirect
ability to make major decisions. Major decisions are defined in the respective
joint venture agreements and generally include participating and protective
rights such as decisions regarding major leases, encumbering the entities with
debt and whether to dispose of the entities.

The Company has a 95% ownership interest in the LLC's which own Gateway Village,
Boulevard at the Capital Centre, Towson Circle, Reisterstown Road Plaza and
Tollgate Marketplace, however, the Company shares equally in major decisions.
These entities are considered VIE's as defined in FIN 46(R) and the Company is
considered the primary beneficiary. Therefore these entities are consolidated by
the Company and the 5% outside ownership interest is reflected as minority
interest in the accompanying Consolidated Financial Statements.

(2) Summary of Significant Accounting Policies

The accompanying Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
Readers of this Quarterly Report should refer to the audited financial
statements of Inland Western Retail Real Estate Trust, Inc. for the fiscal year
ended December 31, 2003, which are included in the Company's 2003 Annual Report,
as certain footnote disclosures contained in such audited financial statements
have been omitted from this Report.

Certain reclassifications have been made to the 2003 financial statements to
conform to the 2004 presentations.

The Company classifies its investment in securities in one of three categories:
trading, available-for-sale, or held-to-maturity. Trading securities are bought
and held principally for the purpose of selling them in the near term.
Held-to-maturity securities are those securities in which the Company has the
ability and intent to hold the security until maturity. All securities not
included in trading or held-to-maturity are classified as available for sale.
Investment in securities at September 30, 2004 consists of common stock
investments and is classified as available-for-sale securities and is recorded
at fair value. Unrealized holding gains and losses on available-for-sale
securities are excluded from earnings and reported as a separate component of
other comprehensive income until realized. Realized gains and losses from the
sale of available-for-sale securities are determined on a specific
identification basis. A decline in the market value of any available-for-sale
security below cost that is deemed to be other than temporary, results in a
reduction in the carrying amount to fair value. The impairment is charged to
earnings and a new costs basis for the security is established. To determine
whether an impairment is other than temporary, the Company considers whether it
has the ability and intent to hold the investment until a market price recovery
and considers whether evidence indicating the cost of the investment is
recoverable outweighs evidence to the contrary. Evidence considered in this
assessment includes the reasons for the impairment, the severity and duration of
the impairment, changes in value subsequent to year end and forecasted
performance of the investee. Of the investment securities held on September 30,
2004, the Company has accumulated other comprehensive income of $204,393. The
Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents and are carried at cost, which
approximates market.

The Company enters into interest rate futures contracts or treasury contracts as
a means of reducing exposure to rising interest rates. At inception, contracts
are evaluated in order to determine if they will qualify for hedge accounting
treatment and will be accounted for either on a deferral, accrual or market
value basis depending on the nature of the hedge strategy and the method used to
account for the hedged item. Hedge criteria include demonstrating the manner in

                                      F-45


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

which the hedge will reduce risk, identifying the specific asset, liability or
firm commitment being hedged, and citing the time horizon being hedged.

During the third quarter of 2004, the Company entered into treasury contracts
with a futures commission merchant with yields ranging from 3.27% to 3.40% for 5
year treasury contracts and 4.0% to 4.3% for 10 year treasury contracts. The
amount on deposit for these treasury contracts was $3,712,900. On September 30,
2004, the treasury contracts had a liquidation value of $361,186 resulting in a
loss of $3,351,714. As these treasury contracts are not offsetting future
commitments and therefore do not qualify as hedges, the net loss is recognized
currently in earnings. On October 29, 2004, these treasury contracts were
liquidated for a liquidation value of $126,213 resulting in a cumulative
realized net loss of $3,586,687.

The Company allocates the purchase price of each acquired investment property
between land, building and improvements, acquired above market and below market
leases, in-place lease value, and any assumed financing that is determined to be
above or below market terms. In addition, we allocate a portion of the purchase
price to the value of the customer relationships and as of September 30, 2004,
no cost has been allocated to such relationships. The allocation of the purchase
price is an area that requires judgment and significant estimates. The Company
uses the information contained in the independent appraisal obtained at
acquisition as the primary basis for the allocation to land and building and
improvements. The aggregate value of intangibles is measured based on the
difference between the stated price and the property value calculated as if
vacant. The Company determines whether any financing assumed is above or below
market based upon comparison to similar financing terms for similar investment
properties. The Company also allocates a portion of the purchase price to the
estimated acquired in-place lease costs based on estimated lease execution costs
for similar leases as well as lost rent payments during assumed lease-up period
when calculating as if vacant fair values. The Company considers various factors
including geographic location and size of leased space. The Company also
evaluates each acquired lease based upon current market rates at the acquisition
date and considers various factors including geographical location, size and
location of leased space within the investment property, tenant profile, and the
credit risk of the tenant in determining whether the acquired lease is above or
below market lease costs. After an acquired lease is determined to be above or
below market lease costs, the Company allocates a portion of the purchase price
to such above or below acquired lease costs based upon the present value of the
difference between the contractual lease rate and the estimated market rate.
However, for below market leases with fixed rate renewals, renewal periods are
included in the calculation of below market in-place lease values. The
determination of the discount rate used in the present value calculation is
based upon the "risk free rate." This discount rate is a significant factor in
determining the market valuation which requires the Company's judgment of
subjective factors such as market knowledge, economics, demographics, location,
visibility, age and physical condition of the property.

The application of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards or SFAS Nos. 141 and 142 resulted in the
recognition upon acquisition of additional intangible assets and liabilities
relating to real estate acquisitions during the quarter ended September 30,
2004. The portion of the purchase price allocated to acquired above market lease
costs and acquired below market lease costs are amortized on a straight line
basis over the life of the related lease as an adjustment to rental income and
over the respective renewal period for below market lease costs with fixed rate
renewals. Amortization pertaining to the above market lease costs of $1,033,930
was applied as a reduction to rental income for the three months ended September
30, 2004 and $1,847,107 for the nine months ended September 30, 2004.
Amortization pertaining to the below market lease costs of $1,742,220 was
applied as an increase to rental income for the three months ended September 30,
2004 and $2,644,833 for the nine months ended September 30, 2004.

The portion of the purchase price allocated to acquired in-place lease
intangibles is amortized on a straight line basis over the life of the related
lease. The Company incurred amortization expense pertaining to acquired in-place
lease intangibles of $3,198,593 for the three month period ended September 30,
2004 and $5,492,587 for the nine month period ended September 30, 2004.

                                      F-46


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The following table presents the amortization during the next five years related
to the acquired in-place lease intangibles, acquired above market lease costs
and the below market lease costs for properties owned at September 30, 2004.



                          October 1, 2004
                              through
                           December 31,
Amortization of:               2004              2005              2006              2007              2008            Thereafter
                               ----              ----              ----              ----              ----            ----------
                                                                                                     
Acquired above
  market lease costs      $   (1,248,545)       (4,978,152)       (4,796,242)       (3,982,664)       (3,737,860)      (18,834,489)

Acquired below
  market lease costs           1,958,637         7,650,263         7,056,626         6,459,045         5,818,709        41,413,189
                          --------------------------------------------------------------------------------------------------------

Net rental income
  increase                $      710,092         2,672,111         2,260,384         2,476,381         2,080,849        22,578,700
                          ========================================================================================================

Acquired in-place lease
  intangibles             $    3,832,781        15,331,125        15,331,125        15,331,125        15,331,125        83,439,574


In conjunction with certain acquisitions, the Company receives payments under
master lease agreements pertaining to certain, non-revenue producing spaces
either at the time of, or subsequent to, the purchase of some of the Company's
properties. Upon receipt of the payments, the receipts are recorded as a
reduction in the purchase price of the related properties rather than as rental
income. These master leases were established at the time of purchase in order to
mitigate the potential negative effects of loss of rent and expense
reimbursements. Master lease payments are received through a draw of funds
escrowed at the time of purchase and may cover a period from three months to
three years. These funds may be released to either the Company or the seller
when certain leasing conditions are met. Restricted cash includes funds received
by third party escrow agents from sellers pertaining to master lease agreements.
The Company records the third party escrow funds as both an asset and a
corresponding liability, until certain leasing conditions are met.

The Company accrues lease termination income if there is a signed termination
agreement, all of the conditions of the agreement have been met, and the tenant
is no longer occupying the property.

Restricted escrows primarily consist of lenders' restricted escrows and earnout
escrows. Earnout escrows are established upon the acquisition of certain
investment properties for which the funds may be released to the seller when
certain leasing conditions have been met.

Notes receivable relate to real estate financing arrangements and bear interest
at a market rate based on the borrower's credit quality and are recorded at face
value. Interest is recognized over the life of the note. The Company requires
collateral for the notes.

                                      F-47


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

A note is considered impaired pursuant to SFAS No. 114, Accounting by Creditors
for Impairment of a Loan. Pursuant to SFAS No. 114, a note is impaired if it is
probable that the Company will not collect all principal and interest
contractually due. The impairment is measured based on the present value of
expected future cash flows discounted at the note's effective interest rate. The
Company does not accrue interest when a note is considered impaired. When
ultimate collectibility of the principal balance of the impaired not is in
doubt, all cash receipts on impaired notes are applied to reduce the principal
amount of such notes until the principal has been recovered and are recognized
as interest income, thereafter.

The carrying amount of the Company's debt approximates fair value. The carrying
amount of the Company's other financial instruments approximate fair value
because of the relatively short maturity of these instruments.

(3) Transactions with Affiliates

The Business Manager or Advisor contributed $200,000 to the capital of the
Company for which it received 20,000 shares of common stock.

As of September 30, 2004 and December 31, 2003, the Company had incurred
$159,233,813 and $22,144,814 of offering costs, of which $119,656,429 and
$16,859,779, respectively, were paid or accrued to affiliates. Pursuant to the
terms of the offering, the Business Manager or Advisor has guaranteed payment of
all public offering expenses (excluding sales commissions and the marketing
contribution and the due diligence expense allowance) in excess of 5.5% of the
gross proceeds of the offering or all organization and offering expenses
(including selling commissions) which together exceed 15% of gross proceeds. As
of September 30, 2004 and December 31, 2003, offering costs did not exceed the
5.5% and 15% limitations. The Company anticipates that these costs will not
exceed these limitations upon completion of the offering.

The Company pays an advisor asset management fee of not more than 1% of the
average assets. Average asset value is defined as the average of the total book
value, including acquired intangibles, of the Company's real estate assets plus
the Company's loans receivable secured by real estate, before reserves for
depreciation, reserves for bad debt or other similar non-cash reserves. The
Company computes the average assets by taking the average of these values at the
end of each month for which the fee is being calculated. The fee is payable
quarterly in an amount equal to 1/4 of 1% of average assets as of the last day
of the immediately preceding quarter. For any year in which the Company
qualifies as a REIT, the advisor must reimburse the Company for the following
amounts if any: (1) the amounts by which total operating expenses, the sum of
the advisor asset management fee plus other operating expenses, paid during the
previous fiscal year exceed the greater of: (i) 2% of average assets for that
fiscal year, or (ii) 25% of net income for that fiscal year; plus (2) an amount,
which will not exceed the advisor asset management fee for that year, equal to
any difference between the total amount of distributions to stockholders for
that year and the 6% minimum annual return on the net investment of
stockholders. The Company neither paid nor accrued such fees because the Advisor
agreed to forego such fees for the nine months ended September 30, 2004.

                                      F-48


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The Business Manager or Advisor and its affiliates are entitled to reimbursement
for salaries and expenses of employees of the Business Manager or Advisor and
its affiliates relating to the offering. In addition, an affiliate of the
Business Manager or Advisor is entitled to receive selling commissions, and the
marketing contribution and due diligence expense allowance from the Company in
connection with the offering. Such costs are offset against the stockholders'
equity accounts. Such costs totaled $119,656,429 as of September 30, 2004, of
which $3,502,335 was unpaid at September 30, 2004.

The Business Manager or Advisor and its affiliates are entitled to reimbursement
for general and administrative costs relating to the Company's administration.
Such costs are included in general and administrative expenses to affiliates, in
addition to costs that were capitalized pertaining to property acquisitions. For
the three month period ended September 30, 2004 and the nine month period ended
September 30, 2004, the Company incurred $466,359 and $1,103,717 of these costs,
respectively, of which $778,277 remained unpaid as of September 30, 2004 and are
included in due to affiliates on the Consolidated Balance Sheets.

An affiliate of the Business Manager or Advisor provides loan servicing to the
Company for an annual fee. The agreement allows for annual fees totaling .03% of
the first $1 billion in mortgage balance outstanding and .01% of the remaining
mortgage balances, payable monthly. Such fees totaled $42,703 for the three
months ended September 30, 2004 and $63,978 for the nine months ended September
30, 2004, respectively.

The Company used the services of an affiliate of the Business Manager or Advisor
to facilitate the mortgage financing that the Company obtained on some of the
properties purchased. The Company pays the affiliate .02% of the principal
amount of each loan obtained on the Company's behalf. Such costs are capitalized
as loan fees and amortized over the respective loan term. For the three months
ended September 30, 2004 and for the nine months ended September 30, 2004, the
Company paid loan fees totaling $1,119,944 and $2,241,986 to this affiliate,
respectively.

The property managers, entities owned principally by individuals who are
affiliates of the Business Manager or Advisor, are entitled to receive property
management fees totaling 4.5% of gross operating income, for management and
leasing services. The Company incurred property management fees of $1,693,155
and $2,847,427 for the three and nine months ended September 30, 2004,
respectively. None remained unpaid as of September 30, 2004.

The Company established a discount stock purchase policy for affiliates of the
Company and the Business Manager or Advisor that enables the affiliates to
purchase shares of common stock at a discount at either $8.95 or $9.50 per share
depending on when the shares are purchased. The Company sold 19,735 and 530,574
shares of common stock to affiliates and recognized an expense related to these
discounts of $16,174 and $352,303 for the three and nine months ended September
30, 2004, respectively.

As of September 30, 2004 and December 31, 2003 the Company was due funds from
affiliates in the amount of $1,571,960 and $918,750, respectively which is
comprised of $1,567,481 and $845,000, respectively, which is due from the
sponsor for reimbursement of a portion of distributions paid in 2004. The
remaining $4,479 and $73,750 as of September 30, 2004 and December 31, 2003,
respectively is due from an affiliate for costs paid on their behalf by the
Company. The sponsor has agreed to advance funds to the Company for a portion of
distributions paid to the Company's shareholders until funds available for
distributions are sufficient to cover the distributions. The sponsor forgave
$2,369,139 of these amounts during the second quarter of 2004 and these funds
are no longer due and are recorded as a contribution to capital in the
accompanying Consolidated Financial Statements. As of September 30, 2004 the
Company owed funds to the sponsor in the amount of $2,868,666 for repayment of
the funds advanced for payment of distributions.

                                      F-49


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

As of September 30, 2004 and December 31, 2003 the Company owed funds to an
affiliate in the amount of $0 and $2,154,158, respectively, for the
reimbursement of costs paid by the affiliate on behalf of the Company. The
amount due at December 31, 2003 was repaid during 2004.

(4) Stock Option Plan

The Company has adopted an Independent Director Stock Option Plan which, subject
to certain conditions, provides for the grant to each independent director of an
option to acquire 3,000 shares following their becoming a director and for the
grant of additional options to acquire 500 shares on the date of each annual
stockholders' meeting. The options for the initial 3,000 shares are exercisable
as follows: 1,000 shares on the date of grant and 1,000 shares on each of the
first and second anniversaries of the date of grant. The subsequent options will
be exercisable on the second anniversary of the date of grant. The initial
options will be exercisable at $8.95 per share. The subsequent options will be
exercisable at the fair market value of a share on the last business day
preceding the annual meeting of stockholders. As of September 30, 2004 and
December 31, 2003 we have issued 3,500 and 3,000 options, respectively, to
acquire shares to each of our independent directors, for a total of 17,500 and
15,000 options, of which none have been exercised or expired.

(5) Leases

Master Lease Agreements

In conjunction with certain acquisitions, the Company received payments under
master lease agreements pertaining to certain non-revenue producing spaces at
the time of purchase, for periods ranging from three months to three years after
the date of purchase or until the spaces are leased. As these payments are
received, they are recorded as a reduction in the purchase price of the
respective property rather than as rental income. The cumulative amount of such
payments was $891,982 as of September 30, 2004.

Operating Leases

Minimum lease payments to be received under operating leases, excluding rental
income under master lease agreements and assuming no expiring leases are
renewed, are as follows:



                                                       Minimum Lease
                                                         Payments
                                                    ------------------
                                                 
         2004                                       $       91,591,315*
         2005                                              146,904,527
         2006                                              140,787,601
         2007                                              133,105,552
         2008                                              125,444,736
         Thereafter                                        766,271,796
                                                    ------------------

         Total                                      $    1,404,105,527
                                                    ==================


* For the twelve month period from January 1, 2004 through December 31, 2004.

The remaining lease terms range from one year to 55 years. Pursuant to the lease
agreements, tenants of the property are required to reimburse the Company for
some or all of their pro rata share of the real estate taxes, operating expenses
and management fees of the properties. Such amounts are included in tenant
recovery income.

                                      F-50


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

Ground Leases

The Company leases land under noncancelable operating leases at certain of the
properties expiring in various years from 2028 to 2096. For the three months and
the nine months ended September 30, 2004, ground lease rent was $478,995 and
$510,245, respectively. Minimum future rental payments to be paid under the
ground leases are as follows:



                                                       Minimum Lease
                                                         Payments
                                                    ------------------
                                                 
         2004                                       $        1,021,807
         2005                                                2,661,464
         2006                                                2,662,605
         2007                                                2,663,811
         2008                                                2,665,086
         Thereafter                                        286,655,032
                                                    ------------------

         Total                                      $      298,329,805
                                                    ==================


* For the twelve month period from January 1, 2004 through December 31, 2004.

(6) Notes Receivable

The notes receivable balance of $28,419,189 as of September 30, 2004 consisted
of two installment notes, one from Newman Development Group of Gilroy, LLC
(Gilroy) and one from Newman Development Group of Richland, LLC (Richland) that
mature on July 15, 2005 and August 15, 2005, respectively. These notes are
secured by first mortgages on Pacheco Pass Shopping Center and Quakertown
Shopping Center, respectively and are guaranteed personally by the owners of
Gilroy and Richland. Interest only is due in advance on the first of each month
at a rate of 6.993% per annum for Gilroy and 7.5572% per annum for Richland.
Upon closing, an interest reserve escrow totaling three months of interest
payments was established for both notes.

The notes receivable balance of $7,552,155 as of December 31 2003 consisted of
an installment note from Fourth Quarter Properties XIV, LLC (Fourth) that
matured on January 15, 2004. This installment note was secured by a 49% interest
in Fourth, which owned the remaining portion of the Newnan Crossing shopping
center and was also guaranteed personally by the owner of Fourth. Interest only
at a rate of 7.6192% per annum was due on the note. The installment note was
advanced to Fourth in contemplation of the Company purchasing the remaining
portions of Newnan Crossing. The Company did not call the note on January 15,
2004 and subsequently purchased the property on February 13, 2004 at which time
the note was paid in full by Fourth as a credit to the purchase price of the
property.

(7) Mortgages and Note Payable

Mortgage loans outstanding as of September 30, 2004 were $1,140,741,763, of
which $1,014,708,763 had fixed rates ranging from 3.96% to 6.20% and a weighted
average interest rate of 4.68% at September 30, 2004. The remaining $126,033,000
represented variable rate loans with a weighted average interest rate of 2.85%
at September 30, 2004. Retail properties with a net carrying value of
$1,861,465,315 at September 30, 2004 and related tenant leases are pledged as
collateral.

As of September 30, 2004, scheduled maturities for the Company's outstanding
mortgage indebtedness have various due dates through August 2027. At September
30, 2004, the weighted average interest rate on the Company's mortgage debt was
4.48%. With the exception of the mortgage loan on Plaza Santa Fe II, all of the
Company's mortgage loans as of

                                      F-51


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

September 30, 2004 require monthly payments of interest only and may be prepaid
with a penalty after specific lockout periods. The mortgage loan on Plaza Santa
Fe II, which was assumed as part of the acquisition of the property on June 1,
2004, requires monthly payments of principal and interest, as well as payments
into tax, insurance, and replacement reserve escrows. The loan has no prepayment
privileges.

As part of the Plaza Santa Fe II loan assumption, a promissory note
approximating $414,000 was executed between the Company and the seller for the
total amount that the seller had paid into escrows under the loan agreement as
of the acquisition date. The note bears interest at the rate of prime less
3.00%, payable to the seller upon maturity of the note in 2006. The seller also
agreed to fund the Company's monthly required payments into this escrow for a
period of two years. Each monthly payment funded by the seller increases the
principal balance of the note payable. The outstanding note payable balance at
September 30, 2004 is approximately $507,000.

(8) Line of Credit

The Company has an unsecured line of credit arrangement with KeyBank N.A. which
matures on December 24, 2004 in the amount of $225,000,000. The funds from this
line of credit may be used to provide liquidity from the time a property is
purchased until permanent debt is placed on that property. The line of credit
requires interest only payments monthly at the rate equal to the London
InterBank Offered Rate or LIBOR plus 175 basis points which ranged from 2.94% to
3.56% during the quarter ended September 30, 2004. The Company is also required
to pay, on a quarterly basis, an amount ranging from .15% to .30%, per annum, on
the average daily undrawn funds under this line. The line of credit requires
compliance with certain covenants, such as debt service ratios, minimum net
worth requirements, distribution limitations and investment restrictions. In
addition to, and in conjunction with these financial covenants, the Company
maintains a cash collateral account. Amounts deposited in the cash collateral
account provide that loan to value covenants required under the line are not
exceeded. Funds may be deposited into and withdrawn from the cash collateral
account as the Company's properties are purchased without debt. On September 27,
2004, the outstanding balance of $110,000,000 on this line was repaid resulting
in no outstanding balance as of September 30, 2004. As of September 30, 2004,
the Company was in compliance with such covenants and no amounts were required
to be deposited in the cash collateral account.

(9) Investment in Unconsolidated Joint Venture

On August 11, 2004, CR Investors, LLC, a 100% owned LLC of Reisterstown Plaza
Holdings, LLC (a joint venture consolidated by the Company), purchased a 36.5%
tenancy in common interest in an apartment complex known as Courthouse Square
located in Towson, MD. This investment is accounted for utilizing the equity
method of accounting. Under the equity method of accounting, the net equity
investment of the Company is reflected on the Consolidated Balance Sheet and the
Consolidated Statement of Operations includes the Company's share of net income
or loss from the unconsolidated entity.

(10) Segment Reporting

The Company owns and seeks to acquire single-tenant buildings and multi-tenant
shopping centers primarily in the western United States. The Company's shopping
centers are typically anchored by discount retailers, home improvement
retailers, grocery and drugstores complemented with additional stores providing
a wide range of other goods and services to shoppers.

The Company assesses and measures operating results on an individual property
basis for each of its properties based on net property operations. Since all of
the Company's properties exhibit highly similar economic characteristics, cater
to the day-to-day living needs of their respective surrounding communities, and
offer similar degrees of risk and opportunities for growth, the properties have
been aggregated and reported as one operating segment.

                                      F-52


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

Net property operations are summarized in the following table for the three and
nine months ended September 30, 2004, along with a reconciliation to net income.



                                                        Nine months ended     Three months ended
                                                        September 30, 2004    September 30, 2004
                                                        ------------------    ------------------
                                                                        
Property rental income and additional property income   $       69,766,553    $       40,786,027
Total property operating expenses                              (16,968,381)          (10,304,035)
Interest expense                                               (21,315,926)          (12,958,477)
                                                        ------------------    ------------------

Net property operations                                         31,482,246            17,523,515
                                                        ------------------    ------------------

Other income                                                     1,885,751             1,413,350
Less non-property expenses:
  General and administrative expenses                           (2,843,943)             (988,303)
  Depreciation and amortization                                (26,003,202)          (15,574,851)
  Minority interests                                              (107,054)             (107,054)
                                                        ------------------    ------------------

Net income                                              $        4,413,798    $        2,266,657
                                                        ==================    ==================


The following table summarizes property asset information as of September 30,
2004 and December 31, 2003.



                                   September 30, 2004    December 31, 2003
                                   ------------------   -----------------
                                                  
Total assets:
  Shopping centers                 $    2,301,440,049   $      142,804,128
  Non-segment assets                      370,711,987           69,298,035
                                   ------------------   ------------------

                                   $    2,672,152,036   $      212,102,163
                                   ==================   ==================


The Company does not derive any of its consolidated revenue from foreign
countries and does not have any major customers that individually account for
10% or more of the Company's consolidated revenues.

(11) Earnings (loss) per Share

Basic earnings (loss) per share ("EPS") is computed by dividing income by the
weighted average number of common shares outstanding for the period (the "common
shares"). Diluted EPS is computed by dividing net income (loss) by the common
shares plus shares issuable upon exercising options or other contracts. As a
result of the net loss incurred in 2003, diluted weighted average shares
outstanding do not give effect to common stock equivalents as to do so would be
anti-dilutive. As of September 30, 2004, options to purchase 17,500 shares of
common stock at an exercise price of $8.95 per share were outstanding. These
options were not included in the computation of basic or diluted EPS as the
effect would be immaterial.

The basic and diluted weighted average number of common shares outstanding were
112,887,491 for the three months ended September 30, 2004 and 70,051,926 for the
nine months ended September 30, 2004.

                                      F-53


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

(12) Commitments and Contingencies

The purchase and sale contract for Pavilion at King's Grant, provides that if
anytime during the period from January 1, 2004 through December 31, 2007 the
tenant Toys R' Us should increase its base rent up to a maximum amount of
$250,000 and no decrease has occurred in their requirement to pay for a certain
percentage of expenses at the property, then the Company would be obligated to
pay the seller additional funds related to the purchase based upon an agreed
income capitalization formula. The Company has not reserved any funds for this
contingency.

In connection with the purchase of Stony Creek Market Place, the Company is
obligated to purchase the seller's interest in the leases if the seller
exercises the right to develop and lease a vacant 50,000 square foot pad site
within 48 months after the closing date. In connection with the purchase of
Newnan Crossing, the Company is obligated to purchase the remaining portion of
the shopping center that is currently under construction (Phase III) once
construction has been completed and a major tenant has moved in and commenced
payment of rent, with the additional purchase price based upon an agreed income
capitalization formula. In connection with the purchase of Low Country Village,
the Company is obligated to purchase a portion of the shopping center that is
currently under construction once construction has been completed and the
respective tenants have moved in and commenced payment of rent, with the
additional purchase price of the center based upon an agreed income
capitalization formula. As part of the commitment to purchase this remaining
portion of the shopping center, the Company had deposited $300,000 of earnest
money with an escrow agent. In connection with the purchase of Wilshire Plaza
III, the Company is obligated to pay the remainder of the purchase price in the
amount of $2,967,088 when Kohl's department store has moved in and commenced
payment of rent. Also, in conjunction with this purchase, the Company is
obligated to fund to Kohl's a second construction payment in the amount
$1,164,874 when they have moved in and commenced payment of rent. In connection
with the purchase of an interest in the entity that owns Reisterstown Road
Plaza, the Company is obligated to pay the remaining purchase price of
$11,546,674 if the unfinished space has been built and rented within 24 months
of the closing date. In connection with the purchase of Governor's Marketplace,
the Company is obligated to pay the remaining purchase price of $4,846,152 if
the seller completes the construction and leasing of additional components
within 24 months of the closing date. In connection with the purchase of an
interest in the entity that owns Boulevard at the Capital Centre, the Company is
required to pay the remaining purchase price of $6,947,764 upon completion of
the construction and satisfaction of tenant conditions of certain units of the
shopping center. The Company has not reserved any funds for these contingencies.

In connection with the purchase of Eastwood Towne Center, the Company is
obligated to pay the remaining purchase price of $3,836,317 once a major
tenant's base rent increases upon two shadow anchors' commencement of
operations. In connection with the purchase of John's Creek Village, the Company
is obligated to pay the remaining purchase price of $13,385,390 if the vacancies
have been leased and the respective tenants have moved in and commenced payment
of rent within 18 months of the closing date. In connection with the purchase of
Davis Towne Crossing, the Company is obligated to pay the remaining purchase
price of $1,604,304 if the vacancies have been leased and respective tenants
have moved in and commenced payment of rent within 24 months of the initial
closing date. In connection with the purchase of Towson Circle, the Company is
obligated to pay an additional amount to be determined based upon an agreed
income capitalization formula if two spaces that were vacant at closing have
been leased within 24 months of the closing date. In connection with the
purchase of Forks Town Center, if a certain tenant has moved into its space and
is paying rent within 12 months of the original closing, the Company is
obligated to pay the remaining purchase of $701,299. The Company has not
reserved any funds for these contingencies.

In conjunction with the financing of Dorman Center on April 20, 2004, the
Company was required to obtain a $3.65 million irrevocable letter of credit for
a one year period. Once the Company purchases the remaining portion of Dorman
Center, and meets certain occupancy requirements, the letter of credit will be
released. On July 16, 2004, the Company purchased the remaining portion of
Dorman Center. The irrevocable letter of credit is still outstanding as the
occupancy requirements had not been met as of November 5, 2004. In conjunction
with the financing of John's Creek Village on July

                                      F-54


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

2, 2004, the Company was required to obtain a $5.7 million irrevocable letter of
credit for a one year period. Once the Company purchases the remaining portion
of John's Creek Village, and meets certain occupancy requirements, the letter of
credit will be released. The irrevocable letter of credit is still outstanding
as the remaining portion of the center had not been purchased as of November 5,
2004.

In connection with the purchase of Larkspur Landing, the Company assumed a
liability in the amount of $1,982,504 for tenant improvements and leasing
commission obligations. As of September 30, 2004, the remaining liability after
disbursements is $1,303,530.

The Company is currently considering acquiring 10 properties for an estimated
purchase price of $244 million. The Company's decision to acquire each property
will generally depend upon no material adverse change occurring relating to the
property, the tenants or in the local economic conditions and the Company's
receipt of satisfactory due diligence information including appraisals,
environmental reports and lease information prior to purchasing the property.

(13) Subsequent Events

The Company issued 29,541,198 shares of common stock from October 1, 2004
through November 5, 2004 in connection with the offering, resulting in gross
proceeds of $294,964,519.

The Company paid distributions of $7,186,753 to its stockholders in October
2004.

On October 15, 2004, CR Investors, LLC, a 100% owned LLC of Reisterstown Plaza
Holdings, LLC (a joint venture consolidated by the Company), purchased a 60.94%
interest in an apartment complex known as Cardiff Hall East located in Towson,
MD for approximately $2.7 million.

As of October 31, 2004, Cordish Power Plant Management, LLC, a Maryland limited
liability company ("CPP") admitted two new members in exchange for the capital
contributions described below that were made on November 5, 2004. CRP Power
Plant Investors, LLC, a Maryland limited liability company that is wholly owned
by Reisterstown Plaza Holdings, LLC, contributed capital in the amount of $15
million in exchange for a 37.5% member interest in CPP. CGW Power Plant
Investors, LLC, a Maryland limited liability company that is wholly owned by
Gateway Village Holdings, LLC contributed capital in the amount of $5 million in
exchange for a 12.5% member interest in CPP. CPP owns a 99.5% interest in
Cordish Power Plant Limited Partnership. Cordish Power Plant Limited Partnership
owns a ground lease interest in a mixed use retail/office complex located in the
Inner Harbor area of Baltimore, Maryland that is known as The Power Plant. The
Power Plant contains approximately 180,000 square feet of space and is 100%
leased and occupied.

As of October 31, 2004, Cordish Power Plant Management Number Two, LLC, a
Maryland limited liability company ("CPP2") admitted two new members in exchange
for the capital contributions described below that were made on November 5,
2004. CTC Pier IV Investors, LLC, a Maryland limited liability company that is
wholly owned by Towson Circle Holdings, LLC contributed capital in the amount of
$5 million in exchange for a 16.67% member interest in CPP2. CTOLL Pier IV
Investors, LLC, a Maryland limited liability company that is wholly owned by
Tollgate Marketplace Holding Company, LLC contributed capital in the amount of
$15 million in exchange for a 50.0% member interest in CPP2. CPP2 owns all of
the membership interest in Cordish Power Plant Number Two, LLC. Cordish Power
Plant Number Two, LLC owns a ground lease interest in a mixed use retail/office
complex located in the Inner Harbor area of Baltimore, Maryland that is known as
Pier IV Office Building. The Pier IV Office Building contains approximately
120,000 square feet of space and is 100% leased and occupied.

                                      F-55


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The Company has acquired the following properties or joint venture interests in
properties during the period October 1 to November 5, 2004. The respective
acquisitions are summarized in the table below.



                                                              APPROXIMATE    GROSS LEASABLE
            DATE                                    YEAR    PURCHASE PRICE        AREA
          ACQUIRED              PROPERTY            BUILT         ($)           (SQ. FT.)            MAJOR TENANTS
          --------               --------            -----         ---           ---------            -------------
                                                                               
          10/05/04     Bed, Bath & Beyond Plaza     2004        20,350,000           97,496   Bed, Bath & Beyond,
                         Miami, FL                                                            Office Depot,
                                                                                              Pier 1 Imports,
                                                                                              Party City

          10/12/04     The Columns - Phase II       2004         5,740,596           44,987   Ross Dress for Less,
                         Jackson, TN                                                          Old Navy

          10/18/04     Denton Town Crossing         2003/       51,236,687          272,722   Oshman's Sporting Goods
                         Denton, TX                  2004

          10/19/04     Azalea Square                2004        30,012,525          181,942   T.J. Maxx,
                         Summerville, SC                                                      Linens 'N Things,
                                                                                              Ross Dress for Less,
                                                                                              Cost Plus World Market,
                                                                                              PETsMART

          10/21/04     Lake Mary Pointe             1999         6,620,000           51,052   Publix
                         Orlando, FL

          10/25/04     Plaza at Riverlakes          2001        17,000,000          102,836   Ralph's Grocery store
                         Bakersville, CA

          10/26/04     Academy Sports               2004         5,000,000           61,001   Academy Sports
                         Port Arthur, TX

          10/28/04     Gurnee Town Center           2002        44,256,387          179,840   Linens 'N Things,
                         Gurnee, IL                                                           Old Navy,
                                                                                              Borders Books & Music

          10/29/04     CVS Pharmacy                 2004         3,066,241           10,055   CVS Pharmacy
                         Sylacauga, AL

          10/29/04     Academy Sports               2004         4,250,000           61,654   Academy Sports
                         Midland, TX

          11/03/04     Mansfield Towne Center       2004        16,055,074          111,898   Ross Dress for Less,
                         Mansfield, TX                                                        Staples

          11/05/04     Winchester Commons           1999        13,022,687           93,024   Kroger
                         Memphis, TN


                                      F-56


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                            (A Maryland Corporation)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The mortgage debt and financings obtained during the period October 1, 2004 to
November 5, 2004, are detailed in the list below.



            DATE                                                               MATURITY   PRINCIPAL BORROWED
           FUNDED            MORTGAGE PAYABLE           ANNUAL INTEREST RATE     DATE             ($)
          --------------------------------------------------------------------------------------------------
                                                                                      
          10/05/04   The Columns                               4.910%          05/01/09           11,423,300

          10/06/04   Low Country Village                       4.960%          05/01/09            5,370,000

          10/08/04   Lincoln Park                              4.610%          11/01/09           26,153,000

          11/01/04   Academy Sports - Port Arthur, TX          5.120%          11/01/09            2,775,000

          11/01/04   Harris Teeter - Wilmington, NC            4.915%          11/01/09            3,960,000

          11/04/04   The Columns - Phase II                    4.950%          11/01/09            3,442,100


                                      F-57


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                               September 30, 2004
                                   (unaudited)

The following unaudited Pro Forma Consolidated Balance Sheet is presented as if
the acquisitions of the properties and the issuance of the notes receivable had
occurred on September 30, 2004.

This unaudited Pro Forma Consolidated Balance Sheet is not necessarily
indicative of what the actual financial position would have been at September
30, 2004, nor does it purport to represent our future financial position. No pro
forma adjustments have been made for any potential property acquisitions
identified as of December 17, 2004. The Company does not consider these
properties as probable under Rule 3-14 of Regulation S-X as the Company has not
completed the due diligence process on these properties. Additionally, the
Company has not received sufficient offering proceeds or obtained firm financing
commitments to acquire all of these properties as of December 17, 2004. The
Company believes it will have sufficient cash from offering proceeds raised and
from additional financing proceeds to acquire these properties if and when the
Company is prepared to acquire these properties.

                                      F-58


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                               September 30, 2004
                                   (unaudited)



                                                                  Historical           Pro Forma
                                                                      (A)             Adjustments        Pro Forma
                                                              -------------------------------------------------------
                                                                                               
ASSETS

Net investment properties (B)                                 $    1,971,434,000      1,050,892,000     3,022,326,000
Cash and cash equivalents                                            280,414,000        (76,440,000)      203,914,000
Restricted cash                                                       80,094,000                  -        80,094,000
Investment in marketable securities and treasury contracts             1,566,000                  -         1,566,000
Investment in unconsolidated joint venture                             5,782,000                  -         5,782,000
Restricted escrows                                                    67,874,000                  -        67,874,000
Accounts and rents receivable                                         11,683,000                  -        11,683,000
Due from affiliates                                                    1,572,000                  -         1,572,000
Note receivable                                                       28,419,000          3,400,000        31,819,000
Acquired in-place lease intangibles (B)(D)                           148,597,000         79,648,000       228,245,000
Acquired above market lease intangibles (B)(D)                        37,578,000            997,000        38,575,000
Loan fees, leasing fees and loan fee deposits (G)                     14,118,000         (2,182,000)       11,936,000
Other assets (G)                                                      23,021,000        (19,378,000)        3,643,000
                                                              -------------------------------------------------------

Total assets                                                  $    2,672,152,000      1,036,937,000     3,709,089,000
                                                              =======================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage and notes payable (B)(E)                                  1,141,248,000        488,942,000     1,630,190,000
Accounts payable                                                       1,352,000                  -         1,352,000
Accrued offering costs to affiliates                                   3,502,000                  -         3,502,000
Accrued interest payable                                               2,947,000                  -         2,947,000
Tenant improvement payable                                             3,605,000                  -         3,605,000
Accrued real estate taxes                                             10,529,000                  -        10,529,000
Distributions payable                                                  7,187,000                  -         7,187,000
Security deposits                                                      2,195,000                  -         2,195,000
Line of credit                                                                 -                  -                 -
Prepaid rent and other liabilities                                     3,717,000                  -         3,717,000
Advances from sponsor                                                  2,869,000                  -         2,869,000
Acquired below market lease intangibles (B)(D)                        70,356,000          2,399,000        72,755,000
Restricted cash liability                                             80,094,000                  -        80,094,000
Due to affiliates                                                        778,000                  -           778,000
                                                              -------------------------------------------------------

Total liabilities                                                  1,330,379,000        491,341,000     1,821,720,000
                                                              =======================================================

Minority interests                                                    68,783,000                  -        68,783,000

Common stock (C)                                                         146,000             62,000           208,000
Additional paid-in capital (net of offering costs)(C)              1,304,817,000        545,534,000     1,850,351,000
Accumulated distributions in excess of net loss (F)                  (32,177,000)                 -       (32,177,000)
Accumulated other comprehensive income                                   204,000                  -           204,000
                                                              -------------------------------------------------------

Total stockholders' equity                                         1,272,990,000        545,596,000     1,818,586,000
                                                              -------------------------------------------------------

Total liabilities and stockholders' equity                    $    2,672,152,000      1,036,937,000     3,709,089,000
                                                              =======================================================


             See accompanying notes to pro forma consolidated sheet.

                                      F-59


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                               September 30, 2004
                                   (unaudited)

(A)  The historical column represents our Consolidated Balance Sheet as of
     September 30, 2004 as filed with the Securities Exchange Commission on Form
     10-Q. As of September 30, 2004, the Company had sold 144,628,000 shares to
     the public and 1,636,000 shares were issued pursuant to the Company's
     distribution reinvestment program. As a result, the Company received
     $1,461,206,000 of gross offering proceeds. In addition, the Company
     received the Advisor's capital contribution of $200,000 for which the
     Advisor was issued 20,000 shares.

(B)  The pro forma adjustments reflect the acquisition of the following
     properties. The mortgages payable represent mortgages obtained from a third
     party, either assumed as part of the acquisition or subsequent to
     acquisition. No pro forma adjustment has been made for prorations or other
     closing costs as the amounts are not significant:



                                                    Acquisition      Mortgage
                                                       Price          Payable
                                                  --------------------------------
                                                                 
Bed, Bath & Beyond Plaza                          $    20,350,000       11,193,000
The Columns - Phase II                                  5,741,000        3,442,000
Denton Crossing                                        53,112,000       35,200,000
Azalea Square                                          30,013,000       16,535,000
Lake Mary Pointe                                        6,620,000        3,658,000
Plaza at Riverlakes                                    17,000,000                -
Academy Sports - Port Arthur                            5,000,000        2,775,000
Gurnee Town Centre                                     44,256,000                -
CVS Pharmacy - Sylacauga                                3,066,000                -
Academy Sports - Midland                                4,250,000        2,338,000
Mansfield Towne Crossing                               16,055,000       10,982,000
Winchester Commons                                     13,023,000        7,235,000
Kohl's - Wilshire (Final Construction Funding)          4,132,000                -
Publix Center                                          12,047,000                -
Fox Creek Village                                      20,883,000                -
Oswego Commons                                         35,022,000       19,262,000
Zurich Towers                                         138,000,000       81,420,000
University Town Center                                 10,569,000                -
Edgemont Town Center                                   15,639,000                -
Five Forks                                              8,086,000                -
Placentia Town Center                                  24,865,000                -
Gateway Station                                         6,300,000                -
Northwoods Center                                      13,964,000                -
Shops at Forest Commons                                 7,505,000        5,250,000
Gateway Pavilions                                      65,141,000                -
American Express Portfolio                            390,000,000      230,100,000
Southlake Town Square                                 136,519,000                -
Evans Towne Center                                      8,880,000                -
Irmo Station                                           13,100,000                -
                                                  --------------------------------

Total                                             $ 1,129,138,000      429,390,000
                                                  ================================


                                      F-60


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                               September 30, 2004
                                   (unaudited)

Allocation of net investments in properties:


                                                 
Land                                                $      219,270,000
Building and improvements                                  831,622,000
Acquired in-place lease intangibles                         79,648,000
Acquired above market lease intangibles                        997,000
Acquired below market lease intangibles                     (2,399,000)
                                                    ------------------

Total                                               $    1,129,138,000
                                                    ==================


(C)  Additional offering proceeds of $620,000,000, net of additional offering
     costs of $74,404,000 are reflected as received as of September 30, 2004,
     prior to the purchase of the properties and are limited to offering
     proceeds necessary to acquire the properties and offering proceeds actually
     received as of December 17, 2004. Offering costs consist principally of
     registration costs, printing and selling costs, including commissions.

(D)  Acquired intangibles represent above and below market leases and the
     difference between the property valued with the existing in-place leases
     and the property valued as if vacant. The value of the acquired leases will
     be amortized over the lease term.

(E)  Additional mortgages payable of $488,942,000, reflected as funded as of
     September 30, 2004, includes $429,390,000 of mortgages payable obtained
     subsequent to the acquisition of the properties described in (B) and
     $59,552,000 of new financing placed on previously acquired properties.

(F)  No pro forma assumptions have been made for the additional payment of
     distributions resulting from the additional proceeds raised.

(G)  Change in loan fees, leasing fees and loan fee deposits of $2,182,000
     represents prepaid loan fees applied to mortgage payables obtained as
     described in (E). Change in other assets of $19,378,000 represents advance
     purchase deposits on properties purchased as described in (B) and loan
     proceeds due from title companies.

                                      F-61


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                  For the nine months ended September 30, 2004
                                   (unaudited)

The following unaudited Pro Forma Consolidated Statement of Operations is
presented to give effect the acquisition of the properties indicated in Note B
of the Notes to the Pro Forma Consolidated Statement of Operations as though
they occurred on January 1, 2003 or the date significant operations commenced.
No pro forma adjustments have been made for any potential property acquisitions
identified as of December 17, 2004. The Company does not consider these
properties as probable under Rule 3-14 of Regulation S-X as the Company has not
completed the due diligence process on these properties. Additionally, the
Company has not received sufficient offering proceeds or obtained firm financing
commitments to acquire all of these properties as of December 17, 2004. The
Company believes it will have sufficient cash from offering proceeds raised and
from additional financing proceeds to acquire these properties if and when the
Company is prepared to acquire these properties. No pro forma adjustments were
made for Eckerd - Greer, Eckerd - Kill Devil Hills, Eckerd - Columbia, Eckerd -
Crossville, Kohl's - Wilshire Plaza III, Academy Sports - Houma, The Columns -
Phase II, Academy Sports - Port Arthur or Academy Sports - Midland, as the
properties were completed in 2004 and there were no significant operations prior
to our acquisition. No pro forma adjustments were made related to the Pacheco
Pass and Quakertown notes receivable as the properties were completed in 2004
and there were no significant operations prior to our funding of the notes
receivable.

This unaudited Pro Forma Consolidated Statement of Operations is not necessarily
indicative of what the actual results of operations would have been for the nine
months ended September 30, 2004, nor does it purport to represent our future
results of operations.

                                      F-62


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
            For the nine months ended September 30, 2004 (unaudited)



                                                                           Pro Forma
                                                        Historical        Adjustments
                                                            (A)               (B)            Pro Forma
                                                      --------------------------------------------------
                                                                                    
Rental income                                         $   56,405,000        109,850,000      166,255,000
Tenant recovery income                                    12,802,000         19,641,000       32,443,000
Other property income                                        560,000                  -          560,000
                                                      --------------------------------------------------

Total revenues                                            69,767,000        129,491,000      199,258,000
                                                      --------------------------------------------------

General and administrative expenses                        2,844,000                  -        2,844,000
Advisor asset management fee (C)                                   -                  -                -
Property operating expenses (F)                           16,969,000         33,340,000       50,309,000
Depreciation and amortization (D) (G)                     26,003,000         49,870,000       75,873,000
                                                      --------------------------------------------------

Total expenses                                            45,816,000         83,210,000      129,026,000
                                                      --------------------------------------------------

Operating income                                          23,951,000         46,281,000       70,232,000

Other income                                               1,886,000                  -        1,886,000
Interest expense (H)                                     (17,964,000)       (35,824,000)     (53,788,000)
Realized loss on sale of treasury contacts                (3,352,000)                 -       (3,352,000)
Minority interests                                          (107,000)                 -         (107,000)
                                                      --------------------------------------------------

Net income (loss)                                     $    4,414,000        10,457,000        14,871,000
                                                      ==================================================

Other comprehensive income:
  Unrealized gain/loss on investment securities              204,000                  -          204,000
                                                      --------------------------------------------------

Comprehensive income (loss)                           $    4,618,000         10,457,000       15,075,000
                                                      ==================================================

Weighted average number of shares of common stock
  outstanding, basic and diluted (E)                      70,052,000                         208,000,000
                                                      ==============                      ==============

Net income (loss) per share, basic and diluted (E)               .06                                0.07
                                                      ==============                      ==============


     See accompanying notes to pro forma consolidated statement operations.

                                      F-63


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                  For the nine months ended September 30, 2004
                                   (unaudited)

(A)  The historical information represents the historical statement of
     operations of the Company for the period from January 1, 2004 to September
     30, 2004 as filed with the Securities Exchange Commission on Form 10-Q.

(B)  Total pro forma adjustments for acquisitions consummated as of December 17,
     2004 are as though the properties were acquired January 1, 2003. No
     adjustment was made for Eckerd - Greer, Eckerd - Kill Devil Hills, Eckerd -
     Columbia, Eckerd - Crossville, Kohl's - Wilshire Plaza III, Academy Sports
     - Houma, The Columns - Phase II, Academy Sports - Port Arthur or Academy
     Sports - Midland as the properties were completed in 2004 and there were no
     significant operations prior to our acquisition. No pro forma adjustments
     were made related to the Pacheco Pass and Quakertown notes receivable as
     the properties were completed in 2004 and there were no significant
     operations prior to our funding of the notes receivable.



                                             Gross Income
                                               & Direct                                 Total
                                              Operating           Pro Forma           Pro Forma
                                             Expenses (1)        Adjustments         Adjustments
                                         ----------------------------------------------------------
                                                                               
       Rental income                     $       111,653,000        (1,803,000)         109,850,000
       Tenant recovery income                     19,641,000                 -           19,641,000
                                         ----------------------------------------------------------

       Total revenues                            131,294,000        (1,803,000)         129,491,000
                                         ----------------------------------------------------------

       Advisor asset management fee                        -                 -                    -
       Property operating expenses                27,554,000         5,786,000           33,340,000
       Depreciation and amortization                       -        49,870,000           49,870,000
       Interest expense                                    -        35,824,000           35,824,000
                                         ----------------------------------------------------------
       Total expenses                             27,554,000        91,480,000          119,034,000
                                         ----------------------------------------------------------

       Net income (loss)                 $       103,740,000       (93,283,000)          10,457,000
                                         ==========================================================


(1)  Unaudited combined gross income and direct operating expenses based on
     information provided by the Seller for the following properties:

Newnan Crossing II, Hickory Ridge, CorWest Plaza, Shoppes at Quarterfield,
Larkspur Landing, North Ranch Pavilion, La Plaza Del Norte, MacArthur Crossing,
Promenade at Red Cliff, Peoria Crossings, Dorman Center - Phase I, Heritage
Towne Crossing, Paradise Valley Marketplace, Best on the Boulevard, Bluebonnet
Parc, North Rivers Town Center, Alison's Corner, Arvada Connection and Arvada
Marketplace, Eastwood Town Center, Watauga Pavilion, Northpointe Plaza, Plaza
Santa Fe II, Pine Ridge Plaza, Huebner Oaks Center, John's Creek Village,
Lakewood Towne Center, Shoppes of Prominence Point, Northgate North, Davis Towne
Crossing, Fullerton Metrocenter, Low Country Village, The Shops at Boardwalk,
Shoppes of Dallas, Cranberry Square, Dorman Center - Phase II, Tollgate
Marketplace, Gateway Village, Towson Circle, Gateway Plaza, Plaza at Marysville,
Forks Town Center, Reisterstown Road Plaza, Village Shoppes at Simonton,
Manchester Meadows, Governor's Marketplace, Mitchell Ranch Plaza, The Columns,
Saucon Valley Square, Lincoln Park, Harvest Towne Center, Boulevard at the
Capital Centre,, Bed, Bath & Beyond Plaza, Denton Crossing, Azalea Square, Lake
Mary Pointe, Plaza at Riverlakes, Gurnee Town Centre, Mansfield Towne Crossing,
Winchester Commons, Publix Center, Fox Creek Village, Oswego Commons, University
Town Center, Edgemont Town Center, Five Forks, Placentia Town Center, Gateway
Station, Northwoods Center, Shops at Forest Commons, Gateway Pavilions, 
Southlake Town Square, Evans Towne Centre and Irmo Station.

                                      F-64


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                  For the nine months ended September 30, 2004
                                   (unaudited)

    Gross rental income based on information provided by tenant net leases for
    the following properties:

    Wal-Mart Supercenter - Blytheville, Wrangler Company Western Headquarters,
    Wal-Mart Supercenter - Jonesboro, Harris Teeter - Wilmington, GMAC
    Insurance, CVS Pharmacy - Sylacauga, Zurich Towers and the American Express
    portfolio.

(C) The advisor asset management fee is expected to be subordinated to the
    shareholders' receipt of a stated return thus no amount is reflected.

(D) Buildings and improvements will be depreciated on a straight line basis
    based upon estimated useful lives of 30 years for building and improvements
    and 15 years for site improvements. That portion of the purchase price that
    is allocated to above or below lease intangibles will be amortized on a
    straight line basis over the life of the related leases as an adjustment to
    rental income. Other leasing costs, tenant improvements and in-place lease
    intangibles will be amortized on a straight line basis over the life of the
    related leases as a component of amortization expense.

(E) The pro forma weighted average shares of common stock outstanding for the
    six months ended September 30, 2004 was calculated using the additional
    shares sold to purchase each of the properties on a weighted average basis
    plus the 20,000 shares purchased by the Advisor in connection with our
    organization.

(F) Management fees are calculated as 4.5% of gross revenues pursuant to the
    management agreement and are included in property operating expenses.

(G) The value of the acquired leases will be amortized over the lease term.

(H) The pro forma adjustments relating to interest expense were based on the
    following debt terms:



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Darien Towne Center                               16,500,000         4.650%     06/10
     CVS Pharmacy - Edmond                              1,850,000         4.374%     06/09
     CVS Pharmacy - Norman                              2,900,000         4.374%     06/09
     Newnan Crossing                                   23,766,100         4.380%     03/09
     Shops at Park Place                               13,127,000         4.710%     11/08
     Pavilion at King's Grant                           5,342,000         4.390%     05/09
     Shaw's Supermarket - New Britain                   6,450,000         4.680%     11/28
     Stony Creek Marketplace                           14,162,000         4.770%     01/11
     CorWest Plaza                                     18,150,000         4.560%     02/09
     Hickory Ridge                                     23,650,000         4.531%     02/09
     Larkspur Landing                                  33,630,000         4.450%     02/09
     North Ranch Pavilion                              10,157,000         4.120%     04/09
     Shoppes at Quarterfield                            6,067,000         4.280%     04/09
     La Plaza Del Norte                                32,528,000         4.610%     03/10
     MacArthur Crossing                                12,700,000         4.290%     05/09
     Promenade at Red Cliff                            10,590,000         4.290%     05/09
     Dorman Center - Phase I and Phase II              27,610,000         4.180%     05/09
     Peoria Crossings                                  20,497,000         4.090%     04/09
     Heritage Towne Crossing                            8,950,000         4.374%     06/09
     Paradise Valley Marketplace                       15,681,000         4.550%     05/09
     Best on the Boulevard                             19,525,000         3.990%     05/09


                                      F-65


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                  For the nine months ended September 30, 2004
                                   (unaudited)



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Bluebonnet Parc                                   12,100,000         4.372%     05/09
     North Rivers Town Center                          11,050,000         4.760%     05/09
     Alison's Corner                                    3,850,000         4.272%     06/10
     Arvada Marketplace and Arvada Connection          28,510,000         4.130%     07/09
     Eastwood Towne Center                             46,750,000         4.640%     07/09
     Watauga Pavilion                                  17,100,000         4.140%     06/10
     Northpointe Plaza                                 30,850,000         4.272%     05/09
     Plaza Santa Fe II                                 17,474,500         6.200%     12/12
     Eckerds Drug Stores (4)                            6,800,000         5.275%     08/09
     Pine Ridge Plaza                                  14,700,000         5.085%     08/09
     Huebner Oaks Center (Note A)                      31,723,000         4.200%     07/10
     Huebner Oaks Center (Note B)                      16,277,000         3.960%     07/10
     John's Creek Village                              23,300,000         5.100%     08/09
     Lakewood Towne Center (Note A)                    44,000,000         2.680%     06/09
     Lakewood Towne Center (Note B)                     7,260,000         3.830%     07/05
     Shoppes of Prominence Point                        9,954,300         5.235%     09/09
     Northgate North                                   26,650,000         4.600%     07/08
     Davis Towne Crossing                               5,365,200         5.185%     09/09
     Fullerton Metrocenter                             28,050,000         5.090%     08/09
     The Shops at Boardwalk                            20,150,000         4.130%     08/09
     Shoppes of Dallas                                  7,179,000         4.960%     04/09
     Cranberry Square                                  10,900,000         4.975%     08/09
     Tollgate Marketplace                              39,765,000    LIBOR +120      07/09
     Gateway Village (Note A)                          27,233,000   LIBOR + 113      07/09
     Gateway Village (Note B)                           4,225,000   LIBOR + 200      08/05
     Towson Circle (Note A)                            15,647,500         5.100%     07/09
     Towson Circle (Note B)                             3,550,000   LIBOR + 200      08/05
     Wal-Mart Supercenter - Blytheville                 7,100,000         4.390%     09/09
     Gateway Plaza                                     18,163,000         5.100%     09/09
     Wrangler Company Western Headquarters             11,300,000         5.090%     08/27
     Plaza at Marysville                               11,800,000         5.085%     08/09
     Forks Town Center                                 10,395,000         4.970%     09/09
     Academy Sports - Houma                             2,920,000         5.120%     09/09
     Wal-Mart Supercenter - Jonesboro                   6,088,500         5.085%     09/09
     Reisterstown Road Plaza                           49,650,000         5.300%     09/09
     Village Shoppes at Simonton                        7,562,000         4.960%     10/09
     Manchester Meadows                                31,065,000         4.480%     09/07
     Governor's Marketplace                            20,625,000         5.185%     09/09
     Mitchell Ranch Plaza                              18,700,000         4.480%     10/09
     Saucon Valley Square                               8,851,000         5.115%     10/09
     Boulevard at Capital Centre                       71,500,000         5.120%     10/09
     GMAC Insurance                                    33,000,000         4.610%     10/09
     Low Country Village                                5,370,000         4.960%     10/09
     The Columns - Phase I                             11,423,000         4.910%     11/09
     Lincoln Park                                      26,153,000         4.610%     11/09
     Harris Teeter - Wilmington                         3,960,000         4.915%     11/09


                                      F-66


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                  For the nine months ended September 30, 2004
                                   (unaudited)



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Kohl's - Wilshire Plaza III                        5,418,000         5.120%     12/09
     Harvest Town Center                                5,005,000         4.935%     01/10
     Bed Bath & Beyond Plaza                           11,193,000         5.170%     12/09
     The Columns - Phase II                             3,442,000         4.950%     05/09
     Denton Crossing                                   35,200,000         4.300%     01/10
     Azalea Square                                     16,535,000         5.010%     12/09
     Lake Mary Pointe                                   3,658,000         5.170%     12/09
     Academy Sports - Port Arthur                       2,775,000         5.120%     11/09
     Academy Sports - Midland                           2,338,000         5.120%     01/10
     Mansfield Towne Crossing                          10,982,000         5.215%     12/09
     Winchester Commons                                 7,235,000         5.120%     12/09
     Oswego Commons                                    19,262,000         4.750%     12/09
     Zurich Towers                                     81,420,000         4.247%     12/34
     Shops at Forest Commons                            5,250,000         6.340%     09/13
     American Express Portfolio                       230,100,000         4.268%     12/09


                                      F-67


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)

The following unaudited Pro Forma Consolidated Statement of Operations is
presented to give effect the acquisition of the properties indicated in Note B
of the Notes to the Pro Forma Consolidated Statement of Operations as though
they occurred on January 1, 2003 or the date significant operations commenced.
No pro forma adjustments have been made for any potential property acquisitions
identified as of December 17, 2004. The Company does not consider these
properties as probable under Rule 3-14 of Regulation S-X as the Company has not
completed the due diligence process on these properties. Additionally, the
Company has not received sufficient offering proceeds or obtained firm financing
commitments to acquire all of these properties as of December 17, 2004. The
Company believes it will have sufficient cash from offering proceeds raised and
from additional financing proceeds to acquire these properties if and when the
Company is prepared to acquire these properties. No pro forma adjustments were
made for CVS Pharmacy-Edmond or CVS Pharmacy-Norman as the properties were
completed in 2003 and there were no significant operations prior to our
acquisition. No pro forma adjustments were made for Eckerd-Greer, Eckerd-Kill
Devil Hills, Eckerd-Columbia, Eckerd-Crossville, Shoppes of Prominence Point,
Low Country Village, Shoppes of Dallas, Kohl's - Wilshire Plaza III, Dorman
Center - Phase II, Academy Sports - Houma, Village Shoppes at Simonton, Bed,
Bath & Beyond Plaza, The Columns - Phase II, Academy Sports - Port Arthur, CVS
Pharmacy - Sylacauga, Academy Sports - Midland, Publix Center and Gateway
Station as the properties were completed in 2004 and there were no significant
operations in 2003. No pro forma adjustments were made related to the Pacheco
Pass and Quakertown notes receivable as the properties were completed in 2004
and there were no significant operations prior to our funding of the notes
receivable.

This unaudited Pro Forma Consolidated Statement of Operations is not necessarily
indicative of what the actual results of operations would have been for the year
ended December 31, 2003, nor does it purport to represent our future results of
operations.

                                      F-68


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                For the year ended December 31, 2003 (unaudited)



                                                                  Pro Forma     Pro Forma
                                                   Historical    Adjustments   Adjustments
                                                      (A)            (B)           (C)        Pro Forma
                                                   -----------------------------------------------------
                                                                                 
Rental income                                      $   607,000   130,815,000    46,779,000   178,201,000
Tenant recovery income                                 138,000    36,782,000     1,047,000    33,967,000
Other property income                                   38,000             -             -        38,000
                                                   -----------------------------------------------------

Total revenues                                         783,000   163,597,000    47,826,000   212,206,000
                                                   -----------------------------------------------------

General and administrative expenses                    454,000             -             -       454,000
Advisor asset management fee (D)                             -             -             -             -
Property operating expenses (G)                        144,000    53,282,000     3,293,000    56,719,000
Depreciation and amortization (E)(H)                   223,000    63,862,000    18,603,000    82,688,000
                                                   -----------------------------------------------------

Total expenses                                         821,000   117,144,000    21,896,000   139,861,000
                                                   -----------------------------------------------------

Operating income                                       (38,000)   46,453,000    25,930,000    72,345,000

Other income                                                 -             -             -             -
Interest expense (I)                                  (136,000)  (41,636,000)  (17,843,000)  (59,615,000)
Realized loss on sale of treasury contacts                   -             -             -             -
Minority interests                                           -             -             -             -
                                                   -----------------------------------------------------

Net income (loss)                                  $  (174,000)    4,817,000    8,087,000     12,730,000
                                                   =====================================================

Weighted average number of shares of
  common stock outstanding, basic and
  diluted (F)                                        2,521,000                               208,000,000
                                                   ===========                               ===========

Net income (loss) per share, basic and
  diluted (F)                                             (.07)                                     0.06
                                                   ===========                               ===========


    See accompanying notes to pro forma consolidated statement of operations.

                                      F-69


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)

(A) The historical information represents the historical statement of operations
    of the Company for the period from March 5, 2003 (inception) to December 31,
    2003 as filed with the Securities Exchange Commission on Form 10-K.

(B) Total pro forma adjustments for acquisitions consummated as of December 17,
    2004 are as though the properties were acquired January 1, 2003.



                                            Gross Income
                                              & Direct                         Total
                                             Operating       Pro Forma       Pro Forma
                                            Expenses (1)    Adjustments     Adjustments
                                           ---------------------------------------------
                                                                    
       Rental income                       $  133,977,000     (3,162,000)    130,815,000
       Tenant recovery income                  32,782,000              -      32,782,000
                                           ---------------------------------------------

       Total income                           166,759,000     (3,162,000)    163,597,000
                                           ---------------------------------------------

       Advisor asset management fee                     -              -               -
       Property operating expenses             46,020,000      7,262,000      53,282,000
       Depreciation and amortization                    -     63,862,000      63,862,000
       Interest expense                                 -     41,636,000      41,636,000
                                           ---------------------------------------------
       Total expenses                          46,020,000    112,760,000     158,780,000
                                           ---------------------------------------------

       Net income (loss)                   $  120,739,000   (115,922,000)      4,817,000
                                           =============================================


(1) Audited combined gross income and direct operating expenses as prepared in
    accordance with Rule 3-14 of Regulation S-X for the following properties:

    Shops at Park Place, Darien Towne Center, Newnan Crossing Phase I and II,
    Pavilion at Kings Grant, Hickory Ridge, CorWest Plaza, Shoppes at
    Quarterfield, Larkspur Landing, North Ranch Pavilion, La Plaza Del Norte,
    MacArthur Crossing, Promenade at Red Cliff, Peoria Crossings, Dorman Center
    - Phase I, Heritage Towne Crossing, Paradise Valley Marketplace, Best on the
    Boulevard, Bluebonnet Parc, North Rivers Town Center, Arvada Connection and
    Arvada Marketplace, Eastwood Town Center, Watauga Pavilion, Northpointe
    Plaza, Plaza Santa Fe II, Pine Ridge Plaza, Huebner Oaks Center, John's
    Creek Village, Lakewood Towne Center, Northgate North, Davis Towne Crossing,
    Fullerton Metrocenter, The Shops at Boardwalk, Cranberry Square, Tollgate
    Marketplace, Gateway Village, Towson Circle, Gateway Plaza, Plaza at
    Marysville, Forks Town Center, Reisterstown Road Plaza, Manchester Meadows,
    Governor's Marketplace, Mitchell Ranch Plaza, The Columns, Saucon Valley
    Square, Lincoln Park, Boulevard at the Capital Centre, Denton Crossing,
    Azalea Square, Plaza at Riverlakes, Gurnee Town Centre, Mansfield Towne
    Crossing, Winchester Commons, Fox Creek Village, Oswego Commons, University
    Town Center, Edgemont Town Center, Placentia Town Center, Gateway Pavilions,
    Northwoods Center, Southlake Town Square, Evans Towne Centre and Irmo 
    Station.

The following properties did not require audits in accordance with Rule 3-14 of
Regulation S-X:

CVS Pharmacy (Eckerds) - Edmond, CVS Pharmacy (Eckerds) - Norman, Shaw's
Supermarket - New Britain, Eckerds - Greer, Eckerds - Kill Devil Hills, Eckerds
- Columbia, Eckerds - Crossville, Kohl's - Wilshire Plaza III, Wal-Mart
Supercenter - Blytheville, Wrangler Company Western Headquarters, Academy Sports
- Houma, Wal-Mart Supercenter - Jonesboro, Harris Teeter - Wilmington, GMAC
Insurance, Academy Sports - Port Arthur, CVS - Sylacauga, Academy Sports -
Midland, and Zurich Towers did not require 3-14 audits as these are
single-tenant properties. Stony Creek Marketplace did not require a 3-14 audit
as the property was complete in 2003 and there were no significant operations

                                      F-70


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)

prior to our acquisition. Alison's Corner, Shoppes of Prominence Point, Low
Country Village, Shoppes of Dallas, Village Shoppes at Simonton, Harvest Town
Center, Bed Bath & Beyond Plaza, Lake Mary Pointe, Publix Center, Five Forks,
and Gateway Station did not require 3-14 audits as the properties were completed
in 2004 and there were no significant operations in 2003. Pacheco Pass and
Quakertown did not require 3-14 audits as the properties were completed in 2004
and there were no significant operations prior to our funding of the notes
receivables.

                                      F-71


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)

(C) Total pro forma adjustments for acquisitions consummated as of December 17,
    2004 are as though the properties were acquired January 1, 2003. No pro
    forma adjustments were made for the CVS Pharmacy - Edmond and the CVS
    Pharmacy - Norman as the properties were completed in 2003 and there were no
    significant operations prior to our acquisition. No pro forma adjustments
    were made for Eckerd - Greer, Eckerd - Kill Devil Hills, Eckerd - Columbia,
    Eckerd - Crossville, Shoppes of Prominence Point, Low Country Village,
    Shoppes of Dallas, Kohl's - Wilshire Plaza III, Dorman Center - Phase II,
    Academy Sports - Houma, Village Shoppes at Simonton, Bed, Bath & Beyond
    Plaza, The Columns - Phase II, Academy Sports - Port Arthur, CVS Pharmacy -
    Sylacauga, Academy Sports - Midland, Publix Center and Gateway Station as
    the properties were completed in 2004 and there were no significant
    operations in 2003. No pro forma adjustments were made related to the
    Pacheco Pass and Quakertown notes receivable as the properties were
    completed in 2004 and there were no significant operations prior to our
    funding of the notes receivable.



                                            Gross Income
                                              & Direct                         Total
                                             Operating       Pro Forma       Pro Forma
                                            Expenses (1)    Adjustments     Adjustments
                                           ---------------------------------------------
                                                                     
       Rental income                       $   46,899,000       (120,000)     46,779,000
       Tenant recovery income                   1,047,000              -       1,047,000
                                           ---------------------------------------------

       Total revenues                          47,946,000       (120,000)     47,826,000
                                           ---------------------------------------------

       Advisor asset management fee                     -              -               -
       Property operating expenses              1,135,000      2,158,000       3,293,000
       Depreciation and amortization                    -     18,603,000      18,603,000
       Interest expense                                 -     17,843,000      17,843,000
                                           ---------------------------------------------
       Total expenses                                         38,604,000      39,739,000
                                           ---------------------------------------------

       Net income (loss)                   $   46,811,000    (38,724,000)      8,087,000
                                           =============================================


(1) Unaudited combined gross income and direct operating expenses based on
    information provided by the Seller for the following properties:

    Stony Creek Marketplace, Shaw's Supermarket (New Britain), Alison's Corner,
    Harvest Towne Center, Lake Mary Pointe, Five Forks and Shops at Forest
    Commons.

    Gross rental income based on information provided by tenant net leases for
    the following properties:

    Wal-Mart Supercenter - Blytheville, Wrangler Company Western Headquarters,
    Wal-Mart Supercenter - Jonesboro, Harris Teeter - Wilmington, GMAC
    Insurance, Zurich Towers and the American Express portfolio.

                                      F-72


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)

(D) The advisor asset management fee is expected to be subordinated to the
    shareholders' receipt of a stated return thus no amount is reflected.

(E) Buildings and improvements will be depreciated on a straight line basis
    based upon estimated useful lives of 30 years for building and improvements
    and 15 years for site improvements. That portion of the purchase price that
    is allocated to above or below lease intangibles will be amortized on a
    straight line basis over the life of the related leases as an adjustment to
    rental income. Other leasing costs, tenant improvements and in-place lease
    intangibles will be amortized on a straight line basis over the life of the
    related leases as a component of amortization expense.

(F) The pro forma weighted average shares of common stock outstanding for the
    year ended December 31, 2003 was calculated using the additional shares sold
    to purchase each of the properties on a weighted average basis plus the
    20,000 shares purchased by the Advisor in connection with our organization.

(G) Management fees are calculated as 4.5% of gross revenues pursuant to the
    management agreement and are included in property operating expenses.

(H) The value of the acquired leases will be amortized over the lease term.

(I) The pro forma adjustments relating to interest expense were based on the
    following debt terms:



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Darien Towne Center                               16,500,000         4.650%     06/10
     CVS Pharmacy - Edmond                              1,850,000         4.374%     06/09
     CVS Pharmacy - Norman                              2,900,000         4.374%     06/09
     Newnan Crossing                                   23,766,100         4.380%     03/09
     Shops at Park Place                               13,127,000         4.710%     11/08
     Pavilion at King's Grant                           5,342,000         4.390%     05/09
     Shaw's Supermarket - New Britain                   6,450,000         4.680%     11/28
     Stony Creek Marketplace                           14,162,000         4.770%     01/11
     CorWest Plaza                                     18,150,000         4.560%     02/09
     Hickory Ridge                                     23,650,000         4.531%     02/09
     Larkspur Landing                                  33,630,000         4.450%     02/09
     North Ranch Pavilion                              10,157,000         4.120%     04/09
     Shoppes at Quarterfield                            6,067,000         4.280%     04/09
     La Plaza Del Norte                                32,528,000         4.610%     03/10
     MacArthur Crossing                                12,700,000         4.290%     05/09
     Promenade at Red Cliff                            10,590,000         4.290%     05/09
     Dorman Center - Phase I and Phase II              27,610,000         4.180%     05/09
     Peoria Crossings                                  20,497,000         4.090%     04/09
     Heritage Towne Crossing                            8,950,000         4.374%     06/09
     Paradise Valley Marketplace                       15,681,000         4.550%     05/09
     Best on the Boulevard                             19,525,000         3.990%     05/09


                                      F-73


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Bluebonnet Parc                                   12,100,000         4.372%     05/09
     North Rivers Town Center                          11,050,000         4.760%     05/09
     Alison's Corner                                    3,850,000         4.272%     06/10
     Arvada Marketplace and Arvada Connection          28,510,000         4.130%     07/09
     Eastwood Towne Center                             46,750,000         4.640%     07/09
     Watauga Pavilion                                  17,100,000         4.140%     06/10
     Northpointe Plaza                                 30,850,000         4.272%     05/09
     Plaza Santa Fe II                                 17,474,500         6.200%     12/12
     Eckerds Drug Stores (4)                            6,800,000         5.275%     08/09
     Pine Ridge Plaza                                  14,700,000         5.085%     08/09
     Huebner Oaks Center (Note A)                      31,723,000         4.200%     07/10
     Huebner Oaks Center (Note B)                      16,277,000         3.960%     07/10
     John's Creek Village                              23,300,000         5.100%     08/09
     Lakewood Towne Center (Note A)                    44,000,000         2.680%     06/09
     Lakewood Towne Center (Note B)                     7,260,000         3.830%     07/05
     Shoppes of Prominence Point                        9,954,300         5.235%     09/09
     Northgate North                                   26,650,000         4.600%     07/08
     Davis Towne Crossing                               5,365,200         5.185%     09/09
     Fullerton Metrocenter                             28,050,000         5.090%     08/09
     The Shops at Boardwalk                            20,150,000         4.130%     08/09
     Shoppes of Dallas                                  7,179,000         4.960%     04/09
     Cranberry Square                                  10,900,000         4.975%     08/09
     Tollgate Marketplace                              39,765,000    LIBOR +120      07/09
     Gateway Village (Note A)                          27,233,000   LIBOR + 113      07/09
     Gateway Village (Note B)                           4,225,000   LIBOR + 200      08/05
     Towson Circle (Note A)                            15,647,500         5.100%     07/09
     Towson Circle (Note B)                             3,550,000   LIBOR + 200      08/05
     Wal-Mart Supercenter - Blytheville                 7,100,000         4.390%     09/09
     Gateway Plaza                                     18,163,000         5.100%     09/09
     Wrangler Company Western Headquarters             11,300,000         5.090%     08/27
     Plaza at Marysville                               11,800,000         5.085%     08/09
     Forks Town Center                                 10,395,000         4.970%     09/09
     Academy Sports - Houma                             2,920,000         5.120%     09/09
     Wal-Mart Supercenter - Jonesboro                   6,088,500         5.085%     09/09
     Reisterstown Road Plaza                           49,650,000         5.300%     09/09
     Village Shoppes at Simonton                        7,562,000         4.960%     10/09
     Manchester Meadows                                31,065,000         4.480%     09/07
     Governor's Marketplace                            20,625,000         5.185%     09/09
     Mitchell Ranch Plaza                              18,700,000         4.480%     10/09
     Saucon Valley Square                               8,851,000         5.115%     10/09
     Boulevard at Capital Centre                       71,500,000         5.120%     10/09
     GMAC Insurance                                    33,000,000         4.610%     10/09
     Low Country Village                                5,370,000         4.960%     10/09
     The Columns - Phase I                             11,423,000         4.910%     11/09
     Lincoln Park                                      26,153,000         4.610%     11/09
     Harris Teeter - Wilmington                         3,960,000         4.915%     11/09


                                      F-74


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                      For the year ended December 31, 2003
                                   (unaudited)



                                                       Principal     Interest     Maturity
     Property                                           Balance        Rate         Date
    --------------------------------------------------------------------------------------
                                                                            
     Kohl's - Wilshire Plaza III                        5,418,000         5.120%     12/09
     Harvest Town Center                                5,005,000         4.935%     01/10
     Bed Bath & Beyond Plaza                           11,193,000         5.170%     12/09
     The Columns - Phase II                             3,442,000         4.950%     05/09
     Denton Crossing                                   35,200,000         4.300%     01/10
     Azalea Square                                     16,535,000         5.010%     12/09
     Lake Mary Pointe                                   3,658,000         5.170%     12/09
     Academy Sports - Port Arthur                       2,775,000         5.120%     11/09
     Academy Sports - Midland                           2,338,000         5.120%     01/10
     Mansfield Towne Crossing                          10,982,000         5.215%     12/09
     Winchester Commons                                 7,235,000         5.120%     12/09
     Oswego Commons                                    19,262,000         4.750%     12/09
     Zurich Towers                                     81,420,000         4.247%     12/34
     Shops at Forest Commons                            5,250,000         6.340%     09/13
     American Express Portfolio                       230,100,000         4.268%     12/09


                                      F-75


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Shops at Park Place ("the
Property") for the year ended December 31, 2002. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 1 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Shops at Park Place for the year ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP


Chicago, Illinois
November 10, 2003

                                      F-76


                               SHOPS AT PARK PLACE
        Historical Summary of Gross Income and Direct Operating Expenses
  For the year ended December 31, 2002 and the nine months ended September 30,
                                2003 (unaudited)



                                                                   For the
                                                              nine months ended     For the year
                                                             September 30, 2003         ended
                                                                 (unaudited)      December 31, 2002
                                                             ---------------------------------------
                                                                                     
Gross income:
  Base rental income                                         $        1,437,200            1,908,061
  Operating expense and real estate tax recoveries                      379,258              483,930
                                                             ---------------------------------------

Total gross income                                                    1,816,458            2,391,991
                                                             ---------------------------------------

Direct operating expenses:
  Operating expenses                                                    168,382              266,939
  Real estate taxes                                                     269,037              326,106
  Insurance                                                              27,897               33,813
                                                             ---------------------------------------

Total direct operating expenses                                         465,316              626,858
                                                             ---------------------------------------

Excess of gross income over direct operating expenses        $        1,351,142            1,765,133
                                                             =======================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-77


                               SHOPS AT PARK PLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
  For the year ended December 31, 2002 and the nine months ended September 30,
                                      2003

(1) Business

Shops at Park Place (the "Property") is located in Plano, Texas. The Property
consists of approximately 112,478 square feet of gross leasable retail area
which was 100% occupied at December 31, 2002. Three retail tenants account for
approximately 44% of the base retail rental revenue. On October 31, 2003, Inland
Western Retail Real Estate Trust, Inc. (IWRRETI) acquired the Property.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Post-Effective Amendment No. 1 of IWRRETI and is not intended to be a
complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the nine months ended September 30, 2003.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provisions for
contingent rentals.

The Property has one ground lease which is classified as an operating lease with
a term expiring in October 2015. Total ground lease income was $88,297 and is
included in base rental income in the accompanying Historical Summary for the
year ended December 31, 2002.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $14,536
for the year ended December 31, 2002.

                                      F-78


                               SHOPS AT PARK PLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
  For the year ended December 31, 2002 and the nine months ended September 30,
                                2003 (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from rive to sixty years, in effect at December 31, 2002, are as follows:



                              YEAR                       TOTAL
                           ---------------------------------------
                                                  
                                    2003             $   1,913,069
                                    2004                 1,913,416
                                    2005                 1,916,724
                                    2006                 1,861,396
                                    2007                 1,500,007
                              Thereafter                23,437,097
                                                     -------------

                                   Total             $  32,541,709
                                                     ==============


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-79


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Darien Towne Center ("the
Property") for the year ended December 31, 2002. This Historical Summary is the
responsibility of management. Our responsibility is to express an opinion on the
Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as
described in note 2. It is not intended to be a complete presentation of the
Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Darien Towne Center for the year ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP


Los Angeles, California
December 4, 2003

                                      F-80


                               DARIEN TOWNE CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2002
                                 (in thousands)



                                                                  For the year
                                                                     ended
                                                               December 31, 2002
                                                               -----------------
                                                            
Gross income:
  rental income                                                $           2,051
  Tenant reimbursements                                                      449
                                                               -----------------

Total gross income                                                         2,500
                                                               -----------------

Direct operating expenses:
  Utilities, maintenance, and repairs                                        201
  Real estate taxes                                                          344
  Insurance                                                                   35
                                                               -----------------

Total direct operating expenses                                              580
                                                               -----------------

Excess of gross income over direct operating expenses          $           1,920
                                                               =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-81


                               DARIEN TOWNE CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2002

(1) Business

Darien Towne Center (the Property) is a shopping center located in Darien,
Illinois. The Property consists of 217,505 square feet of gross leasable area
and was 95% occupied at December 31, 2002. Approximately 77% of the property's
leasable area is leased to three tenants, Home Depot, Circuit City, and
PetSmart. Inland Western Retail Real Estate Trust, Inc. (IWRRETI) has signed a
purchase and sale agreement for the purchase of the Property from an
unaffiliated third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Property's revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Property to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Certain leases contain renewal to options at various
periods at various rental rates.

Rental income is recognized using the accrual method based on contractual
amounts provided for in the lease agreements. Rental revenue is recognized on a
straight-line basis over the term of the respective leases.

The following is a schedule of minimum future rental to be received on
noncancelable operating leases as of December 31, 2002 (in thousands):



                              YEAR                       TOTAL
                           ---------------------------------------
                                                  
                                    2003             $       2,089
                                    2004                     1,938
                                    2005                     1,452
                                    2006                     1,440
                                    2007                     1,390
                              Thereafter                     9,148
                                                     -------------

                                   Total             $      17,457
                                                     =============


                                      F-82


                               DARIEN TOWNE CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2002 (continued)

(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-83


                     (This page intentionally left blank)


                                      F-84


                     (This page intentionally left blank)


                                      F-85


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses ("Combined Historical Summary") of the Properties
Acquired from Thomas Enterprises ("the Properties") for the year ended December
31, 2003. This Combined Historical Summary is the responsibility of management
of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
express an opinion on the Combined Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the Combined Historical Summary. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the Combined Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate
Trust, Inc., as described in note 2. It is not intended to be a complete
presentation of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties Acquired from Thomas Enterprises for the
year ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.


KPMG LLP


Chicago, Illinois
February 24, 2004


                                      F-86


                 THE PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES
    Combined Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                  For the year
                                                                     ended
                                                               December 31, 2003
                                                               -----------------
                                                            
Gross income:
  Base rental income                                           $       2,968,855
  Operating expense and real estate tax recoveries                       529,344
                                                               -----------------

Total gross income                                                     3,498,199
                                                               -----------------

Direct operating expenses:
  Operating expenses                                                     372,962
  Real estate taxes                                                      217,447
  Insurance                                                               35,600
                                                               -----------------

Total direct operating expenses                                          626,009
                                                               -----------------

Excess of gross income over direct operating expenses          $       2,872,190
                                                               =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-87


                   PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
                      For the year ended December 31, 2003

(1) Business

The Properties Acquired from Thomas Enterprises ("the Properties") consists of
the following:



                                     Gross                                      Occupancy at
                                    Leasable                                    December 31,
                                      Area                                         2003
Name                               (unaudited)             Location             (unaudited)
--------------------------------------------------------------------------------------------
                                                                           
Pavilion at King's Grant                79,909   Concord, North Carolina            100%

Newnan Crossing I and II               288,284   Newnan, Georgia                    100%


Two tenants account for 41% of the Properties' base rental income.

Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Pavilion
at King's Grant on December 30, 2003, Newnan Crossing on December 23, 2003 and
Newnan Crossing Phase II on February 13, 2004, from Thomas Enterprises, an
unaffiliated party. The Historical Summary represents the combination of the
Properties described above since the Properties are all owned by Thomas
Enterprises.

A portion of Pavilion at King's Grant and Newnan Crossing (representing
approximately 71,000 square feet and 275,800 square feet, respectively,) of the
Properties' gross leasable area was completed as of December 31, 2002. The
remaining portion of the Properties' gross leasable area (representing the
remaining approximately 8,000 square feet and 12,400 square feet, respectively,)
was under construction and completed during 2003.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of
the Properties' revenues and expenses. The Historical Summary has been prepared
on the accrual basis of accounting and requires management of the Properties to
make estimates and assumptions that affect the reported amounts of the revenues
and expenses during the reporting period. Actual results may differ from those
estimates.

(3) Gross Income

The Properties lease retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Properties are reimbursed for common area, real
estate, and insurance costs. Revenue related to these reimbursed costs is
recognized in the period the applicable costs are incurred and billed to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Recognition of contingent rental income
is deferred until the target that triggers the contingent rental income is
achieved. No contingent rent was earned during the year ended December 31, 2003.

The Properties have five ground leases which are classified as operating leases
with terms ranging through February 2014. Total ground lease income was $363,323
and is included in base rental income in the accompanying Historical Summary for
the year ended December 31, 2003.

                                      F-88


                   PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
                      For the year ended December 31, 2003
                                   (continued)

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$294,000 for the year ended December 31, 2003.

Minimum rents to be received from tenants under operating leases, which terms
range from five to twenty years in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                           ---------------------------------------
                                                  
                                    2004             $   3,537,586
                                    2005                 3,396,343
                                    2006                 3,351,239
                                    2007                 3,155,649
                                    2008                 3,124,333
                              Thereafter                22,863,275
                                                     -------------

                                   Total             $  39,428,425
                                                     =============


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-89


                             STONY CREEK MARKETPLACE
        Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2003 (unaudited)



                                                                    For the
                                                                  year ended
                                                               December 31, 2003
                                                                  (unaudited)
                                                               -----------------
                                                            
Gross income:
  Base rental income                                           $         393,702
  Operating expense and real estate tax recoveries                       130,140
                                                               -----------------

Total gross income                                                       523,842
                                                               -----------------

Direct operating expenses:
  Property operating expenses                                             98,974
                                                               -----------------

Total direct operating expenses                                           98,974
                                                               -----------------

Excess of gross income over direct operating expenses          $         424,868
                                                               =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-90


                             STONY CREEK MARKETPLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                For the year ended December 31, 2003 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2003 has been prepared from the operating statements
provided by the owners of the property during that period and requires
management of Stony Creek Marketplace to make estimates and assumptions that
affect the amounts of the revenues and expense during that period. Actual
results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2003.

                                      F-91


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Hickory Ridge ("the Property") for
the year ended December 31, 2003. This Historical Summary is the responsibility
of management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Hickory Ridge for the year ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
March 2, 2004

                                      F-92


                                  HICKORY RIDGE
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                  For the year
                                                                     ended
                                                               December 31, 2003
                                                               -----------------
                                                            
Gross income:
  Base rental income                                           $       3,633,058
  Operating expense and real estate tax recoveries                       447,314
                                                               -----------------

Total gross income                                                     4,080,372
                                                               -----------------

Direct operating expenses:
  Operating expenses                                                     156,997
  Real estate taxes                                                      244,786
  Insurance                                                               59,317
                                                               -----------------

Total direct operating expenses                                          461,100
                                                               -----------------

Excess of gross income over direct operating expenses          $       3,619,272
                                                               =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-93


                                  HICKORY RIDGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Hickory Ridge (the Property) is located in Hickory, North Carolina. The Property
consists of 375,587 square feet of gross leasable area and was 100% occupied at
December 31, 2003. The Property is leased to twenty-one tenants of which four
tenants account for approximately 51% of base rental revenue for the year ended
December 31, 2003. On January 9, 2004, Inland Western Retail Real Estate Trust,
Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. Contingent
rent of $25,762 was earned during the year ended December 31, 2003.

In addition, rental income includes $95,959 of rent from one tenant that pays
monthly rent based upon a percentage of monthly sales in lieu of minimum rents
provided in the lease. The minimum rents schedule below excludes such tenant.

The Property has two ground leases that are classified as operating leases with
terms extending through January 2013 and January 2021, respectively. Total
ground lease income was $311,590 and is included in base rental income in the
accompanying Historical Summary for the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increase base rental income by $132,919
for the year ended December 31, 2003.

                                      F-94


                                  HICKORY RIDGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from one to seventeen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                           ---------------------------------------
                                                  
                                    2004             $   3,393,768
                                    2005                 3,053,077
                                    2006                 3,065,441
                                    2007                 3,016,833
                                    2008                 3,019,568
                              Thereafter                18,476,329
                                                     -------------

                                   Total             $  34,025,016
                                                     =============


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-95


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of CorWest Plaza ("the Property") for
the period from May 29, 2003 through December 31, 2003. This Historical Summary
is the responsibility of management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of CorWest Plaza for the period from May 29, 2003 through December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.


KPMG LLP


Chicago, Illinois
March 3, 2004

                                      F-96


                                  CORWEST PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
           For the period from May 29, 2003 through December 31, 2003



                                                             For the period from
                                                                May 29, 2003
                                                                   through
                                                              December 31, 2003
                                                             -------------------
                                                          
Gross income:
  Base rental income                                         $         1,425,025
  Operating expense and real estate tax recoveries                       424,278
                                                             -------------------

Total gross income                                                     1,849,303
                                                             -------------------

Direct operating expenses:
  Operating expenses                                                      54,893
  Real estate taxes                                                      347,412
  Insurance                                                               16,407
                                                             -------------------

Total direct operating expenses                                          418,712
                                                             -------------------

Excess of gross income over direct operating expenses        $         1,430,591
                                                             ===================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-97


                                  CORWEST PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
           For the period from May 29, 2003 through December 31, 2003

(1) Business

CorWest Plaza (the Property) is located in New Britain, Connecticut. The
Property consists of approximately 115,011 square feet of gross leasable area
and was 100% occupied at December 31, 2003. The Property is leased to ten
tenants of which four tenants account for approximately 90% of base rental
revenue for the period from May 29, 2003 through December 31, 2003. On January
6, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the
Property from an unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates As
the Property was acquired by the seller on May 29, 2003, financial statements
were not available prior to such date. As such, the Historical Summary includes
only operations for the period from May 29, 2003 through December 31, 2003.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. No contingent
rent was earned from the period from May 29, 2003 through December 31, 2003.

The Property has 3 ground leases that are classified as operating leases with
terms extending through May 2028. Total ground lease income was $1,225,693 and
is included in base rental income in the accompanying Historical Summary for the
period from May 29, 2003 through December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $44,806
for the period from May 29, 2003 through December 31, 2003.

                                      F-98


                                  CORWEST PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
           For the period from May 29, 2003 through December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from 48 months to 25 years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                           ---------------------------------------
                                                  
                                    2004             $   2,612,698
                                    2005                 2,594,038
                                    2006                 2,464,015
                                    2007                 2,416,598
                                    2008                 2,433,616
                              Thereafter                40,960,776
                                                     -------------

                                   Total             $  53,481,742
                                                     =============


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-99


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Metro Square Center (SuperValue)
("the Property") for the year ended December 31, 2003. This Historical Summary
is the responsibility of management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Metro Square Center (SuperValue) for the year ended December 31, 2003,
in conformity with accounting principles generally accepted in the United States
of America.


KPMG LLP

Chicago, Illinois
March 3, 2004

                                      F-100


                        METRO SQUARE CENTER (SUPERVALUE)
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $               949,573
  Operating expense and real estate tax recoveries                                          125,792
                                                                            -----------------------

Total gross income                                                                        1,075,365
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                         59,440
  Real estate taxes                                                                          47,018
  Insurance                                                                                  18,815
                                                                            -----------------------

Total direct operating expenses                                                             125,273
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $               950,092
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-101


                        METRO SQUARE CENTER (SUPERVALUE)
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Metro Square Center (SuperValue) (the Property) is located in Severn, Maryland.
The Property consists of approximately 62,000 square feet of gross leasable area
and was 100% occupied at December 31, 2003. The Property is leased to three
tenants of which one tenant accounts for approximately 91% of base rental
revenue for the year ended December 31, 2003. On January 22, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provisions for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. No contingent
rent was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $54,197
for the year ended December 31, 2003.

                                      F-102


                        METRO SQUARE CENTER (SUPERVALUE)
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to 20 years, in effect at December 31, 2003, are as follows:



                       YEAR                          TOTAL
                ------------------------------------------------
                                            
                               2004            $         897,786
                               2005                      922,082
                               2006                      902,574
                               2007                      904,327
                               2008                      844,146
                         Thereafter                   10,010,898
                                               -----------------

                              Total            $      14,481,813
                                               =================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-103


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Larkspur Landing, ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Larkspur Landing, for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
February 26, 2004

                                      F-104


                                LARKSPUR LANDING
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                 For the year
                                                                                    ended
                                                                              December 31, 2003
                                                                            ---------------------
                                                                         
Gross income:
  Base rental income                                                        $           4,735,363
  Operating expense and real estate tax recoveries                                      1,055,794
                                                                            ---------------------

Total gross income                                                                      5,791,157
                                                                            ---------------------

Direct operating expenses:
  Operating expenses                                                                      707,903
  Real estate taxes                                                                       336,380
  Insurance                                                                               236,462
                                                                            ---------------------

Total direct operating expenses                                                         1,280,745
                                                                            ---------------------

Excess of gross income over direct operating expenses                       $           4,510,412
                                                                            =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-105


                                LARKSPUR LANDING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Larkspur Landing, (the Property) is located in Larkspur, California. The
Property consists of approximately 173,800 square feet of gross leasable area
and was approximately 91% occupied at December 31, 2003. The Property is leased
to thirty-seven tenants of which four tenants account for approximately 62% of
base rental revenue for the year ended December 31, 2003. On January 14, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provisions for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. Contingent
rent of $339,129 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$171,513 for the year ended December 31, 2003.

                                      F-106


                                LARKSPUR LANDING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from 1 to 15 years, in effect at December 31, 2003, are as follows:



                      YEAR                           TOTAL
               --------------------------------------------------
                                           
                              2004            $         4,305,051
                              2005                      3,779,574
                              2006                      3,409,006
                              2007                      2,769,297
                              2008                      2,410,278
                        Thereafter                     13,617,128
                                              -------------------

                             Total            $        30,290,334
                                              ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-107


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of North Ranch Pavilion ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of North Ranch Pavilion for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
February 25, 2004

                                      F-108


                              NORTH RANCH PAVILION
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             1,100,047
  Operating expense and real estate tax recoveries                                          322,680
                                                                            -----------------------

Total gross income                                                                        1,422,727
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        210,864
  Real estate taxes                                                                         129,164
  Insurance                                                                                  33,635
                                                                            -----------------------

Total direct operating expenses                                                             373,663
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             1,049,064
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-109


                              NORTH RANCH PAVILION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

North Ranch Pavilion (the Property) is located in Thousand Oaks, California. The
Property consists of approximately 63,000 square feet of gross leasable area and
was approximately 91% occupied at December 31, 2003. The Property is leased to
twenty-seven tenants of which three tenants account for approximately 34% of
base rental revenue for the year ended December 31, 2003. On January 15, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. No contingent
rent was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $39,515
for the year ended December 31, 2003.

                                      F-110


                              NORTH RANCH PAVILION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to 14 years, in effect at December 31, 2003, are as follows:



                       YEAR                           TOTAL
                ---------------------------------------------------
                                            
                               2004            $         1,308,503
                               2005                      1,187,162
                               2006                      1,196,362
                               2007                        768,560
                               2008                        665,216
                         Thereafter                      2,245,095
                                               --------------------

                              Total            $         7,370,898
                                               ====================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-111


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of La Plaza Del Norte ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of La Plaza Del Norte for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
February 26, 2004

                                      F-112


                               LA PLAZA DEL NORTE
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                 For the year
                                                                                    ended
                                                                              December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             4,003,605
  Operating expense and real estate tax recoveries                                        1,421,860
                                                                            -----------------------

Total gross income                                                                        5,425,465
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        240,045
  Real estate taxes                                                                       1,199,850
  Insurance                                                                                  84,577
                                                                            -----------------------

Total direct operating expenses                                                           1,524,472
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             3,900,993
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-113


                               LA PLAZA DEL NORTE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

La Plaza Del Norte (the Property) is located in San Antonio, Texas. The Property
consists of approximately 320,000 square feet of gross leasable area and was
approximately 96% occupied at December 31, 2003. The Property is leased to
eighteen tenants of which two tenants account for approximately 41% of base
rental revenue for the year ended December 31, 2003. On January 21, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. Contingent
rent of $827 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $72,859
for the year ended December 31, 2003.

                                      F-114


                               LA PLAZA DEL NORTE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to twenty years, in effect at December 31, 2003, are as follows:



                         YEAR                          TOTAL
                 -------------------------------------------------
                                            
                               2004            $         4,113,332
                               2005                      4,070,499
                               2006                      3,942,489
                               2007                      3,358,048
                               2008                      3,258,479
                         Thereafter                     14,294,929
                                               -------------------

                              Total            $        33,037,776
                                               ===================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-115


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of MacArthur Crossing ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of MacArthur Crossing for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
March 1, 2004

                                      F-116


                               MACARTHUR CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             1,760,907
  Operating expense and real estate tax recoveries                                          608,826
                                                                            -----------------------

Total gross income                                                                        2,369,733
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        249,689
  Real estate taxes                                                                         400,391
  Insurance                                                                                  48,208
                                                                            -----------------------

Total direct operating expenses                                                             698,288
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             1,671,445
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-117


                               MACARTHUR CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

MacArthur Crossing (the Property) is located in Las Colinas, Texas. The Property
consists of 111,035 square feet of gross leasable area and was approximately 98%
occupied at December 31, 2003. The Property is leased to twenty-nine tenants of
which seven tenants account for approximately 54% of base rental revenue for the
year ended December 31, 2003. On February 5, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third
party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. Contingent
rent of $14,807 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $4,655
for the year ended December 31, 2003.

                                      F-118


                               MACARTHUR CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to twenty years, in effect at December 31, 2003, are as follows:



                         YEAR                          TOTAL
                 --------------------------------------------------
                                             
                                2004            $         1,771,533
                                2005                      1,713,801
                                2006                      1,290,824
                                2007                        809,370
                                2008                        678,292
                          Thereafter                      2,761,095
                                                -------------------

                               Total            $         9,024,915
                                                ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-119


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Promenade at Red Cliff ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Promenade at Red Cliff for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
March 5, 2004

                                      F-120


                             PROMENADE AT RED CLIFF
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             1,250,480
  Operating expense and real estate tax recoveries                                          237,743
                                                                            -----------------------

Total gross income                                                                        1,488,223
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        136,724
  Real estate taxes                                                                         113,395
  Insurance                                                                                  38,288
                                                                            -----------------------

Total direct operating expenses                                                             288,407
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             1,199,816
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-121


                             PROMENADE AT RED CLIFF
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Promenade at Red Cliff (the Property) is located in St. George, Utah. The
Property consists of 94,947 square feet of gross leasable area and was
approximately 97% occupied at December 31, 2003. The Property is leased to
twenty-tenants of which four tenants account for approximately 61% of base
rental revenue for the year ended December 31, 2003. On February 13, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. Contingent
rent of $21,297 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $1,622
for the year ended December 31, 2003.

                                      F-122


                             PROMENADE AT RED CLIFF
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from 10 months to fifteen years, in effect at December 31, 2003, are as
follows:



                         YEAR                          TOTAL
                --------------------------------------------------
                                            
                               2004            $         1,468,781
                               2005                      1,513,674
                               2006                      1,526,952
                               2007                      1,149,127
                               2008                        852,421
                         Thereafter                        921,631
                                               -------------------

                              Total            $         7,432,586
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-123


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Peoria Crossings ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Peoria Crossing for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
February 25, 2004

                                      F-124


                                PEORIA CROSSINGS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             2,247,654
  Operating expense and real estate tax recoveries                                          367,902
                                                                            -----------------------

Total gross income                                                                        2,615,556
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        158,120
  Real estate taxes                                                                         212,946
  Insurance                                                                                   -
                                                                            -----------------------

Total direct operating expenses                                                             371,066
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             2,244,490
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-125


                                PEORIA CROSSINGS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Peoria Crossings (the Property) is located in Peoria, Arizona. The Property
consists of approximately 213,500 square feet of gross leasable area and was
approximately 97% occupied at December 31, 2003. The Property is leased to
twenty-one tenants of which five tenants account for approximately 59% of base
rental revenue for the year ended December 31, 2003. Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") has signed a sale and purchase agreement for the
purchase of the Property from an unaffiliated third-party ("Seller").

The Property commenced operations in 2002 with a portion of Peoria Crossings
(representing approximately 207,500 square feet) of the Properties' gross
leasable area complete as of December 31, 2003. The remaining portion of the
Properties' gross leasable area (representing the remaining approximately 6, 000
square feet) is under construction and scheduled to be completed during 2004.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. No contingent
rent was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$780,986 for the year ended December 31, 2003.

                                      F-126


                                PEORIA CROSSINGS

    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to twenty-one years, in effect at December 31, 2003, are as
follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                            
                               2004            $         2,584,513
                               2005                      2,606,123
                               2006                      2,613,453
                               2007                      2,623,407
                               2008                      2,245,206
                         Thereafter                     17,152,265
                                               -------------------

                              Total            $        29,824,967
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-127


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Dorman Centre ("the Property") for
the year ended December 31, 2003. This Historical Summary is the responsibility
of management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Dorman Centre for the year ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
February 25, 2004

                                      F-128


                                  DORMAN CENTRE
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $             1,195,938
  Operating expense and real estate tax recoveries                                           83,579
                                                                            -----------------------

Total gross income                                                                        1,279,517
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                         37,886
  Real estate taxes                                                                          51,474
  Insurance                                                                                   9,656
                                                                            -----------------------

Total direct operating expenses                                                              99,016
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $             1,180,501
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-129


                                  DORMAN CENTRE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Dorman Centre (the Property) is located in Spartanburg, South Carolina. The
Property consists of approximately 388,000 square feet of gross leasable area
and was approximately 90% occupied at December 31, 2003. The Property is leased
to twenty-one tenants of which four tenants account for approximately 77% of
base rental revenue for the year ended December 31, 2003. On March 4, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third party.

The Property commenced operations on July 1, 2003 with a portion of Dorman
Center (representing approximately 348,000 square feet) complete as of December
31, 2003. The remaining portion (representing the remaining approximately 40,000
square feet) is under construction and scheduled to be completed during the
first quarter of 2004.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates. Certain of the leases contain provision for
contingent rentals. Recognition of contingent rental income is deferred until
the target that triggers the contingent rental income is achieved. No contingent
rent was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $4,778
for the year ended December 31, 2003.

                                      F-130


                                  DORMAN CENTRE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to twenty years, in effect at December 31, 2003, are as
follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                            
                               2004            $         3,504,788
                               2005                      3,540,088
                               2006                      3,513,673
                               2007                      3,430,584
                               2008                      3,313,461
                         Thereafter                     30,804,111
                                               -------------------

                              Total            $        48,106,705
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-131


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Heritage Towne Crossing ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 3 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Heritage Towne Crossing for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
March 3, 2004

                                      F-132


                             HERITAGE TOWNE CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003



                                                                                  For the year
                                                                                     ended
                                                                               December 31, 2003
                                                                            -----------------------
                                                                         
Gross income:
  Base rental income                                                        $               876,078
  Operating expense and real estate tax recoveries                                          198,515
                                                                            -----------------------

Total gross income                                                                        1,074,593
                                                                            -----------------------

Direct operating expenses:
  Operating expenses                                                                        106,131
  Real estate taxes                                                                         211,070
  Insurance                                                                                  21,825
                                                                            -----------------------

Total direct operating expenses                                                             339,026
                                                                            -----------------------

Excess of gross income over direct operating expenses                       $               735,567
                                                                            =======================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-133


                             HERITAGE TOWN CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003

(1) Business

Heritage Towne Crossing (the Property) is located in Euless, Texas. The Property
consists of 80,730 square feet of gross leasable area and was approximately 81%
occupied at December 31, 2003. The Property is leased to twenty-five tenants of
which five tenants account for approximately 40% of base rental revenue for the
year ended December 31, 2003. On March 5, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third
party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal to options at various
periods at various rental rates.

The Property has two ground leases that are classified as operating leases with
terms extending through September, 2023. Total ground lease income was $44,417
and is included in base rental income int he accompanying Historical Summary for
the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exists in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $15,184
for the year ended December 31, 2003.

                                      F-134


                             HERITAGE TOWNE CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to twenty years, in effect at December 31, 2003, are as
follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                            
                               2004            $         1,289,587
                               2005                      1,300,384
                               2006                      1,292,499
                               2007                      1,069,311
                               2008                        653,115
                         Thereafter                      2,698,001
                                               -------------------

                              Total            $         8,302,897
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-135


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Paradise Valley Marketplace ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Paradise Valley Marketplace for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
May 21, 2004

                                      F-136


                           PARADISE VALLEY MARKETPLACE
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)



                                                                       For the               For the year
                                                                  three months ended             ended
                                                                    March 31, 2004         December 31, 2003
                                                                ------------------------------------------------
                                                                     (unaudited)
                                                                                                
Gross income:
  Base rental income                                            $              449,832                1,486,785
  Operating expense and real estate tax recoveries                              54,799                  219,877
                                                                -----------------------------------------------

Total gross income                                                             504,631                1,706,662
                                                                -----------------------------------------------

Direct operating expenses:
  Operating expenses                                                            26,470                  130,116
  Real estate taxes                                                             47,629                  181,118
  Insurance                                                                      7,942                   30,256
                                                                -----------------------------------------------

Total direct operating expenses                                                 82,041                  341,490
                                                                -----------------------------------------------

Excess of gross income over direct operating expenses           $              422,590                1,365,172
                                                                ===============================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-137


                           PARADISE VALLEY MARKETPLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)

(1) Business

Paradise Valley Marketplace (the Property) is located in Phoenix, Arizona. The
Property consists of approximately 138,627 square feet of gross leasable area
and was 81% occupied at December 31, 2003. The Property is leased to two tenants
that account for approximately 41% of base rental revenue for the year ended
December 31, 2003. On April 8, 2004, Inland Western Retail Real Estate Trust,
Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $46,680
for the year ended December 31, 2003.

                                      F-138


                           PARADISE VALLEY MARKETPLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                     March 31, 2004 (continued) (unaudited)

Minimum rents to be received from tenants under operating leases which terms
range from five to twenty years, in effect at December 31, 2003, are as follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                            
                               2004            $         1,847,829
                               2005                      1,860,272
                               2006                      1,852,512
                               2007                      1,596,997
                               2008                      1,368,899
                         Thereafter                     10,350,861
                                               -------------------

                                               $        18,877,370
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-139


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Best on the Boulevard ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Best on the Boulevard for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
June 14, 2004

                                      F-140


                              BEST ON THE BOULEVARD
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)



                                                                    For the               For the year
                                                               three months ended             ended
                                                                 March 31, 2004         December 31, 2003
                                                             ------------------------------------------------
                                                                  (unaudited)
                                                                                             
Gross income:
  Base rental income                                         $              777,350                2,946,442
  Operating expense and real estate tax recoveries                           48,915                  196,720
                                                             ------------------------------------------------

Total gross income                                                          826,265                3,143,162
                                                             ------------------------------------------------

Direct operating expenses:
  Operating expenses                                                         67,731                  197,234
  Real estate taxes                                                          20,288                   77,799
  Insurance                                                                  10,133                   56,336
                                                             ------------------------------------------------

Total direct operating expenses                                              98,152                  331,369
                                                             ------------------------------------------------

Excess of gross income over direct operating expenses        $              728,113                2,811,793
                                                             ================================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-141


                              BEST ON THE BOULEVARD
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)

(1) Business

Best on the Boulevard (the Property) is located in Las Vegas, Nevada. The
Property consists of approximately 204,000 square feet of gross leasable area
and was 98% occupied at December 31, 2003. The Property is leased to four
tenants that account for approximately 70% of base rental revenue for the year
ended December 31, 2003. On April 14, 2004, Inland Western Retail Real Estate
Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party
seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$152,725 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $21,111
for the year ended December 31, 2003.

Gross income excludes lease buy-out income as such amounts are not comparable to
the proposed future operations of the property.

                                      F-142


                              BEST ON THE BOULEVARD
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                     March 31, 2004 (continued) (unaudited)

Minimum rents to be received from tenants under operating leases which terms
range from one to eleven years, in effect at December 31, 2003, are as follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                            
                               2004            $         2,777,000
                               2005                      2,615,000
                               2006                      2,657,000
                               2007                      2,705,000
                               2008                      2,732,000
                         Thereafter                     10,162,000
                                               -------------------

                                               $        23,648,000
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-143


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Bluebonnet Parc ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Bluebonnet Parc for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
June 14, 2004

                                      F-144


                                 BLUEBONNET PARC
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)



                                                                        For the               For the year
                                                                   three months ended             ended
                                                                     March 31, 2004         December 31, 2003
                                                                 ------------------------------------------------
                                                                      (unaudited)
                                                                                                 
Gross income:
  Base rental income                                             $              405,509                1,680,019
  Operating expense and real estate tax recoveries                               54,952                  247,837
                                                                 ------------------------------------------------

Total gross income                                                              460,461                1,927,856
                                                                 ------------------------------------------------

Direct operating expenses:
  Operating expenses                                                             28,732                  102,120
  Real estate taxes                                                              31,210                  124,838
  Insurance                                                                      11,103                   44,410
                                                                 ------------------------------------------------

Total direct operating expenses                                                  71,045                  271,368
                                                                 ------------------------------------------------

Excess of gross income over direct operating expenses            $              389,416                1,656,488
                                                                 ================================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-145


                                 BLUEBONNET PARC
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                           March 31, 2004 (unaudited)

(1) Business

Bluebonnet Parc (the Property) is located in Baton Rouge, Louisiana. The
Property consists of approximately 135,000 square feet of gross leasable area
and was approximately 89% occupied at December 31, 2003. The Property is leased
to two tenants that account for approximately 58% of base rental revenue for the
year ended December 31, 2003. On April 22, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $58,881
for the year ended December 31, 2003.

                                      F-146


                                 BLUEBONNET PARC
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the three months ended
                     March 31, 2004 (continued) (unaudited)

Minimum rents to be received from tenants under operating leases which terms
range from one to seventeen years, in effect at December 31, 2003, are as
follows:



                         YEAR                          TOTAL
               ---------------------------------------------------
                                              
                               2004              $       1,621,138
                               2005                      1,621,138
                               2006                      1,621,138
                               2007                      1,632,710
                               2008                      1,671,590
                         Thereafter                      9,990,092
                                               -------------------

                                                 $      18,157,806
                                               ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-147


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of North Rivers Town Center ("the
Property") for the period of October 1, 2003 (commencement of operations) to
December 31, 2003. This Historical Summary is the responsibility of management
of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in Note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
Note 2 of North Rivers Town Center for the period of October 1, 2003
(commencement of operations) to December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
May 25, 2004

                                      F-148


                            NORTH RIVERS TOWN CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
 For the period of October 1, 2003 (commencement of operations) to December 31,
                 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                                             For the period of
                                                                                              October 1, 2003
                                                                           For the three     (commencement of
                                                                            months ended      operations) to
                                                                          March 31, 2004     December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                                 
Gross income:
  Base rental income                                                     $         475,837             119,006
  Operating expense and real estate tax recoveries                                  41,591              49,926
                                                                         -------------------------------------

Total gross income                                                                 517,428             168,932
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                                38,133              53,201
  Real estate taxes                                                                 12,136              46,233
                                                                         -------------------------------------

Total direct operating expenses                                                     50,269              99,434
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $         467,159              69,498
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-149


                            NORTH RIVERS TOWN CENTER
      Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period of October 1, 2003 (commencement of operations) to December 31,
           2003 and the three months ended March 31, 2004 (unaudited)

(1) Business

North Rivers Town Center (the Property) is located in Charleston, South
Carolina. The Property consists of approximately 141,167 square feet of gross
leasable area and was 53% occupied at December 31, 2003. The Property is leased
to six tenants of which three account for approximately 82% of base rental
revenue for the year ended December 31, 2003. On April 27, 2004, Inland Western
Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

The Property has one ground lease that is classified as an operating lease with
terms extending through January 2014. Total ground lease income was $20,097 and
is included in base rental income in the accompanying Historical Summary for the
year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $3,583
for the year ended December 31, 2003.

                                      F-150


                            NORTH RIVERS TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period of October 1, 2003 (commencement of operations) to December 31,
     2003 and the three months ended March 31, 2004 (continued) (unaudited)

Minimum rents to be received from tenants under operating leases which terms
range from three to ten years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $          1,507,058
                                      2005                  1,635,570
                                      2006                  1,647,145
                                      2007                  1,627,461
                                      2008                  1,616,978
                                Thereafter                  7,128,154
                                                 ---------------------

                                                 $         15,162,366
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-151


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Arvada Marketplace and Connection
("the Property") for the year ended December 31, 2003. This Historical Summary
is the responsibility of management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Arvada Marketplace and Connection for the year ended December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.


KPMG LLP

Chicago, Illinois
June 8, 2004

                                      F-152


                        ARVADA MARKETPLACE AND CONNECTION
        Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $          864,350          3,609,715
  Contingent rent                                                                         -            152,934
  Operating expense and real estate tax recoveries                                  271,869          1,118,604
                                                                         -------------------------------------

Total gross income                                                                1,136,219          4,881,253
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                                123,217            513,159
  Real estate taxes                                                                 276,372          1,105,488
  Insurance                                                                           8,660             32,699
                                                                         -------------------------------------

Total direct operating expenses                                                     408,249          1,651,346
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $          727,970          3,229,907
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-153


                        ARVADA MARKETPLACE AND CONNECTION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Arvada Marketplace and Connection ("the Property) is located in Arvada,
Colorado. The Property consists of approximately 528,000 square feet of gross
leasable area and was approximately 67% occupied at December 31, 2003. The
Property is leased to four tenants that account for approximately 53% of base
rental revenue for the year ended December 31, 2003. On April 29, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$152,934 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $482
for the year ended December 31, 2003.

                                      F-154


                        ARVADA MARKETPLACE AND CONNECTION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from three to twenty years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           3,451,409
                                      2005                   3,315,310
                                      2006                   3,049,468
                                      2007                   2,882,800
                                      2008                   2,210,180
                                Thereafter                   5,724,575
                                                 ---------------------

                                                 $          20,633,742
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-155


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Eastwood Town Center ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Eastwood Town Center for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
June 8, 2004

                                      F-156


                              EASTWOOD TOWN CENTER
           Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $        1,652,801          6,251,312
  Contingent rent                                                                         -             10,123
  Operating expense and real estate tax recoveries                                  281,464          1,309,884
                                                                         ------- ----------  -----------------

Total gross income                                                                1,934,265          7,571,319
                                                                         ------- ----------  -----------------

Direct operating expenses:
  Operating expenses                                                                286,259          1,214,244
  Real estate taxes                                                                  58,697            234,786
  Insurance                                                                          40,338            161,355
                                                                         ------- ----------  -----------------

Total direct operating expenses                                                     385,294          1,610,385
                                                                         ------- ----------  -----------------

Excess of gross income over direct operating expenses                    $        1,548,971          5,960,934
                                                                         =================   =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-157


                              EASTWOOD TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Eastwood Town Center (the Property) is located in Lansing, Michigan. The
Property consists of approximately 334,500 square feet of gross leasable area
and was approximately 98% occupied at December 31, 2003. The Property is leased
to four tenants that account for approximately 19% of base rental revenue for
the year ended December 31, 2003. On May 13, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$10,123 was earned during the year ended December 31, 2003.

In addition, rental income includes $135,059 of rent from one tenant that pays
monthly rent based upon a percentage of monthly sales in lieu of minimum rents
provided in the lease. The minimum rents schedule below excludes such tenant.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$236,890 for the year ended December 31, 2003.

                                      F-158


                              EASTWOOD TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from five to fifteen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           6,347,034
                                      2005                   6,364,074
                                      2006                   6,389,942
                                      2007                   6,409,218
                                      2008                   6,354,825
                                Thereafter                  31,443,155
                                                 ---------------------

                                                 $          63,308,248
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-159


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Watauga Pavilion ("the Property")
for the period of August 15, 2003 (commencement of operations) to December 31,
2003. This Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Watauga Pavilion for the period of August 15, 2003 (commencement of
operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
May 28, 2004

                                      F-160


                                WATAUGA PAVILION
        Historical Summary of Gross Income and Direct Operating Expenses
 For the period of August 15, 2003 (commencement of operations) to December 31,
                 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the       For the period from
                                                                         three months ended  August 15, 2003 to
                                                                           March 31, 2004     December 31, 2003
                                                                         --------------------------------------
                                                                            (unaudited)
                                                                                                  
Gross income:
  Base rental income                                                     $         547,045              198,325
  Operating expense and real estate tax recoveries                                 122,473                7,110
                                                                         --------------------------------------

Total gross income                                                                 669,518              205,435
                                                                         --------------------------------------

Direct operating expenses:
  Operating expenses                                                                28,568                9,288
  Real estate taxes                                                                129,422                8,692
  Insurance                                                                          9,446                9,446
                                                                         --------------------------------------

Total direct operating expenses                                                    167,436               27,426
                                                                         --------------------------------------

Excess of gross income over direct operating expenses                    $         502,082              178,009
                                                                         ======================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-161


                                WATAUGA PAVILION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period August 15, 2003 (commencement of operations) to December 31, 2003
              and the three months ended March 31, 2004 (unaudited)

(1) Business

Watauga Pavilion (the Property) is located in Watauga, Texas. The Property
consists of approximately 205,575 square feet of gross leasable area and was 93%
leased and 43% occupied at December 31, 2003. The Property is leased to three
tenants that account for approximately 49% of base rental revenue for the period
of August 15, 2003 (commencement of operations) to December 31, 2003. On May 21,
2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the
Property.

Watauga Pavilion was under construction during 2003 and commenced operations
August 15, 2003, with a portion of the Property's gross leasable area
(representing approximately 88,300 square feet) complete as of December 31,
2003. The remaining portion of the Property's gross leasable area (representing
the remaining approximately 117,275 square feet) is under construction and
scheduled to be completed during 2004.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the period from August 15, 2003 (commencement of operations) to
December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$157,979 for the period from August 15, 2003 (commencement of operations) to
December 31, 2003.

                                      F-162


                                WATAUGA PAVILION-
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period August 15, 2003 (commencement of operations) to December 31, 2003
              and the three months ended March 31, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from five to fifteen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           1,778,694
                                      2005                   2,311,353
                                      2006                   2,311,555
                                      2007                   2,312,565
                                      2008                   2,308,121
                                Thereafter                  12,657,110
                                                 ---------------------

                                                 $          23,679,398
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-163


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Northpointe Plaza ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Northpointe Plaza for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
June 7, 2004

                                      F-164


                                NORTHPOINTE PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $       1,019,796           4,258,776
                                                                                         -             554,354
  Operating expense and real estate tax recoveries                                 315,392           1,119,324
                                                                         -----------------   -----------------

Total gross income                                                               1,335,188           5,932,454
                                                                         -----------------   -----------------

Direct operating expenses:
  Operating expenses                                                               159,522             481,111
  Real estate taxes                                                                165,847             663,388
  Insurance                                                                         22,687              90,748
                                                                         -----------------   -----------------

Total direct operating expenses                                                    348,056           1,235,247
                                                                         -----------------   -----------------

Excess of gross income over direct operating expenses                    $         987,132           4,697,207
                                                                         =================   =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-165


                                NORTHPOINTE PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Northpointe Plaza (the Property) is located in Spokane, Washington. The Property
consists of approximately 484,000 square feet of gross leasable area and was
approximately 99.8% occupied at December 31, 2003. The Property is leased to
four tenants that account for approximately 53% of base rental revenue for the
year ended December 31, 2003. On May 28, 2004, Inland Western Retail Real Estate
Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party
seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$554,354 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $62,126
for the year ended December 31, 2003.

Gross income excludes lease termination income as such amounts are not
comparable to the proposed future operations of the Property.

                                      F-166


                                NORTHPOINTE PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from one to fourteen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           4,035,578
                                      2005                   3,915,240
                                      2006                   3,581,719
                                      2007                   3,388,281
                                      2008                   3,338,415
                                Thereafter                  18,175,030
                                                 ---------------------

                                                 $          36,434,263
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-167


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Plaza Santa Fe II ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Plaza Santa Fe II for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
May 25, 2004

                                      F-168


                                PLAZA SANTA FE II
        Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $         811,853           3,110,836
  Operating expense and real estate tax recoveries                                 104,886             504,170
                                                                         -------------------------------------

Total gross income                                                                 916,739           3,615,006
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                                52,703             319,032
  Ground rent expense                                                              107,411             429,643
  Real estate taxes                                                                 33,162             141,555
  Insurance                                                                         23,321              64,254
  Interest                                                                         273,764           1,107,262
                                                                         -------------------------------------

Total direct operating expenses                                                    490,361           2,061,746
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $         426,378           1,553,260
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-169


                                PLAZA SANTA FE II
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Plaza Santa Fe II (the Property) is located in Santa Fe, New Mexico. The
Property consists of approximately 222,400 square feet of gross leasable area
and was approximately 98% occupied at December 31, 2003. The Property is leased
to four tenants that account for approximately 49% of base rental revenue for
the year ended December 31, 2003. On June 1, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $81,729
for the year ended December 31, 2003.

                                      F-170


                                PLAZA SANTA FE II
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from three to fifteen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           3,161,371
                                      2005                   3,123,383
                                      2006                   3,007,686
                                      2007                   2,947,969
                                      2008                   2,859,712
                                Thereafter                  15,738,974
                                                 ---------------------

                                                 $          30,839,095
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

The property is subject to a ground lease with annual payments, payable to an
unaffiliated third party of $375,000 until November 30, 2010, $431,250 until
November 30, 2020 and $495,938 until maturity. The ground lease matures in 2023.
Although the ground lease provided for increases in minimum rent payments over
the term of the lease, ground lease expense accrues on a straight-line basis.
The related adjustment increased ground rent expense by approximately $55,000
for the year ended December 31, 2003.

Minimum rents to be paid to the unaffiliated third party under the ground lease
in effect at December 31, 2003 are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $             375,000
                                      2005                     375,000
                                      2006                     375,000
                                      2007                     375,000
                                      2008                     375,000
                                Thereafter                   8,998,750
                                                 ---------------------

                                                 $          10,873,750
                                                 =====================


(5) Interest Expense

Inland Western Retail Real Estate Trust, Inc. assumed a $17,600,000 mortgage
loan secured by the Property in connection with the acquisition. The mortgage
loan bears a fixed interest rate of 6.2%, payable in monthly installments of
principal and interest, and matures on December 1, 2012.

                                      F-171


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Pine Ridge Plaza ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Pine Ridge Plaza for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
June 7, 2004

                                      F-172


                                PINE RIDGE PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $         360,937           1,194,069
  Operating expense and real estate tax recoveries                                 102,740             275,432
                                                                         -------------------------------------

Total gross income                                                                 463,677           1,469,501
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                                40,336             158,676
  Real estate taxes                                                                 76,980             307,918
  Insurance                                                                          4,778              19,110
                                                                         -------------------------------------

Total direct operating expenses                                                    122,094             485,704
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $         341,583             983,797
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-173


                                PINE RIDGE PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Pine Ridge Plaza (the Property) is located in Lawrence, Kansas. The Property
consists of approximately 275,800 square feet of gross leasable area and was
approximately 75% occupied at December 31, 2003. The Property is leased to three
tenants that account for approximately 66% of base rental revenue for the year
ended December 31, 2003. On June 7, 2004, Inland Western Retail Real Estate
Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party
seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $49,168
for the year ended December 31, 2003.

Gross income excludes condemnation income as such amounts are not comparable to
the proposed future operations of the Property.

                                      F-174


                                PINE RIDGE PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from five to twenty years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           1,408,301
                                      2005                   1,414,600
                                      2006                   1,330,048
                                      2007                   1,167,794
                                      2008                   1,061,244
                                Thereafter                   6,934,670
                                                 ---------------------

                                                 $          13,316,657
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-175


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Huebner Oaks Center ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No 4 to the Registration Statement on Form
S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2.
It is not intended to be a complete presentation of the Property's revenues and
expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Huebner Oaks Center for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
June 7, 2004

                                      F-176


                               HUEBNER OAKS CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)



                                                                              For the          For the year
                                                                         three months ended        ended
                                                                           March 31, 2004    December 31, 2003
                                                                         -------------------------------------
                                                                            (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $       1,315,356           5,352,653
  Operating expense and real estate tax recoveries                                 467,059           1,853,927
                                                                         -----------------   -----------------

Total gross income                                                               1,782,415           7,206,580
                                                                         -----------------   -----------------

Direct operating expenses:
  Operating expenses                                                               175,366             689,252
  Real estate taxes                                                                291,585           1,112,014
  Insurance                                                                         20,174             105,825
                                                                         -----------------   -----------------

Total direct operating expenses                                                    487,125           1,907,091
                                                                         -----------------   -----------------

Excess of gross income over direct operating expenses                    $       1,295,290           5,299,489
                                                                         =================   =================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-177


                               HUEBNER OAKS CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)

(1) Business

Huebner Oaks Center (the Property) is located in San Antonio, Texas. The
Property consists of approximately 287,000 square feet of gross leasable area
and was approximately 96% occupied at December 31, 2003. The Property is leased
to four tenants that account for approximately 24% of base rental revenue for
the year ended December 31, 2003. On June 8, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party seller.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the three months ended March 31, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$474,883 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $48,392
for the year ended December 31, 2003.

                                      F-178


                               HUEBNER OAKS CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the year ended December 31, 2003 and the three months ended March 31, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from one to fourteen years, in effect at December 31, 2003, are as
follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           4,912,549
                                      2005                   4,836,548
                                      2006                   4,592,763
                                      2007                   4,002,328
                                      2008                   2,629,263
                                Thereafter                   5,218,634
                                                 ---------------------

                                                 $          26,192,085
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-179


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of John's Creek Village ("the
Property") for the period from September 21, 2003 (commencement of operations)
to December 31, 2003. This Historical Summary is the responsibility of
management of Inland Western Retail Real Estate Trust, Inc. Our responsibility
is to express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of John's Creek Village for the year ended December 31, 2003, in
conformity with principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
August 13, 2004

                                      F-180


                              JOHN'S CREEK VILLAGE
           Historical Summary of Gross Income and Direct Operating Expenses
For the period from September 21, 2003 (commencement of operations) to December
           31, 2003 and the six months ended June 30, 2004 (unaudited)



                                                                                            For the period from
                                                                                             September 21, 2003
                                                                             For the          (commencement of
                                                                         six months ended      operations) to
                                                                          June 30, 2004      December 31, 2003
                                                                         -------------------------------------
                                                                           (unaudited)
                                                                                                  
Gross income:
  Base rental income                                                     $         834,163              143,640
  Operating expense and real estate tax recoveries                                 327,885               11,701
                                                                         --------------------------------------

Total gross income                                                               1,162,048              155,341
                                                                         --------------------------------------

Direct operating expenses:
  Operating expenses                                                                46,272               22,596
  Real estate taxes                                                                340,373                3,764
  Insurance                                                                         13,215                  478
                                                                         --------------------------------------

Total direct operating expenses                                                    399,860               26,838
                                                                         --------------------------------------

Excess of gross income over direct operating expenses                    $         762,188              128,503
                                                                         ======================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-181


                              JOHN'S CREEK VILLAGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from September 21, 2003 (commencement of operations) to December
           31, 2003 and the six months ended June 30, 2004 (unaudited)

(1) Business

John's Creek Village (the Property) is located in Duluth, Georgia. The Property
consists of approximately 190,444 square feet of gross leasable area and was 47%
leased and occupied at December 31, 2003. The Property is leased to eight
tenants of which one tenant accounts for approximately 55% of base rental
revenue for the period from September 21, 2003 (commencement of operations) to
December 31, 2003. On June 23, 2004, Inland Western Retail Real Estate Trust,
Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party seller.

John's Creek Village was under construction during 2003 and commenced operations
on September 21, 2003 with a portion of the Property's gross leasable area
(representing approximately 90,005 square feet) complete as of December 31,
2003. The remaining portion of the Property's gross leasable area (representing
the remaining approximately 100,439 square feet) is under construction and
scheduled to be completed during 2004.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the period from September 21, 2003 (commencement of operations) to
December 31, 2003.

The Property has two ground leases that are classified as operating leases with
terms extending through December 31, 2023 and May 31, 2014. Total ground lease
income was $2,054 and is included in base rental income in the accompanying
Historical Summary for the period from September 21, 2003 (commencement of
operations) to December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $1,473
for the period from September 21, 2003 (commencement of operations) to December
31, 2003.

                                      F-182


                              JOHN'S CREEK VILLAGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from September 21, 2003 (commencement of operations) to December
           31, 2003 and the six months ended June 30, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to 20 years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           1,668,326
                                      2005                   1,743,692
                                      2006                   1,754,959
                                      2007                   1,763,747
                                      2008                   1,759,391
                                Thereafter                  12,090,223
                                                 ---------------------

                                                 $          20,780,338
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-183


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Lakewood Towne Center ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Lakewood Towne Center for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
July 15, 2004

                                      F-184


                              LAKEWOOD TOWNE CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                             For the           For the year
                                                                         six months ended          ended
                                                                          June 30, 2004      December 31, 2003
                                                                         -------------------------------------
                                                                           (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $       2,688,280           4,540,210
  Contingent Rent                                                                        -              67,758
  Operating expense and real estate tax recoveries                                 731,788           1,270,667
                                                                         -------------------------------------

Total gross income                                                               3,420,068           5,878,635
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                               472,284             741,397
  Real estate taxes                                                                313,628             597,386
  Insurance                                                                         87,680             180,379
                                                                         -------------------------------------

Total direct operating expenses                                                    873,592           1,519,162
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $       2,546,476           4,359,473
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-185


                              LAKEWOOD TOWNE CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Lakewood Towne Center (the Property) is located in Lakewood, Washington. The
Property consists of approximately 579,000 square feet of gross leasable area
and was approximately 93% occupied at December 31, 2003. The Property is leased
to twenty-four tenants of which five tenants account for approximately 51% of
base rental revenue for the year ended December 31, 2003. On June 25, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$67,758 was earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$300,309 for the year ended December 31, 2003.

                                      F-186


                              LAKEWOOD TOWNE CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from two to 20 years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           5,177,316
                                      2005                   5,141,493
                                      2006                   5,082,303
                                      2007                   5,100,379
                                      2008                   5,061,449
                                Thereafter                  25,865,016
                                                 ---------------------

                                                 $          51,427,956
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-187


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Fullerton Metrocenter ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Fullerton Metrocenter for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
August 3, 2004

                                      F-188


                              FULLERTON METROCENTER
           Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                             For the           For the year
                                                                         six months ended          ended
                                                                          June 30, 2004      December 31, 2003
                                                                         -------------------------------------
                                                                           (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $       1,639,005           3,523,208
  Operating expense and real estate tax recoveries                                 531,978             971,604
                                                                         -------------------------------------

Total gross income                                                               2,170,983           4,494,812
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                               376,538             658,405
  Ground lease expense                                                             207,500             415,000
  Real estate taxes                                                                178,938             357,876
  Insurance                                                                         19,569              39,138
                                                                         -------------------------------------

Total direct operating expenses                                                    782,545           1,470,419
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $       1,388,438           3,024,393
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-189


                              FULLERTON METROCENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Fullerton Metrocenter (the Property) is located in Fullerton, California. The
Property consists of approximately 254,880 square feet of gross leasable area
and was approximately 78% occupied at December 31, 2003. The Property is leased
to forty-one tenants of which two tenants account for approximately 19% of base
rental revenue for the year ended December 31, 2003. On June 30, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$268,823 was earned during the year ended December 31, 2003 and recorded as base
rental income in the accompanying Historical Summary.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments decreased base rental income by
$143,851 for the year ended December 31, 2003.

                                      F-190


                              FULLERTON METROCENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from one to 17 years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           3,518,723
                                      2005                   3,284,218
                                      2006                   2,801,342
                                      2007                   2,405,044
                                      2008                   1,754,107
                                Thereafter                   2,995,333
                                                 ---------------------

                                                 $          16,758,767
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

The property is subject to a ground lease with annual payments, payable to an
unaffiliated third party, of $415,000 until maturity. The ground lease matures
in 2050.

                                      F-191


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Davis Towne Crossing ("the
Property") for the period from July 18, 2003 (commencement of operations) to
December 31, 2003. This Historical Summary is the responsibility of management
of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Davis Towne Crossing for the period of July 18, 2003 (commencement of
operations) to December 31, 2003, in conformity with principles generally
accepted in the United States of America.


KPMG LLP

Chicago, Illinois
July 30, 2004

                                      F-192


                              DAVIS TOWNE CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
 For the period from July 18, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)



                                                                                             For the period from
                                                                                                July 18, 2003
                                                                             For the           (commencement of
                                                                         six months ended       operations)to
                                                                          June 30, 2004       December 31, 2003
                                                                         ---------------------------------------
                                                                           (unaudited)
                                                                                                   
Gross income:
  Base rental income                                                     $         317,309               141,436
  Operating expense and real estate tax recoveries                                  78,451                57,649
  Other income                                                                         918                     -
                                                                         ---------------------------------------

Total gross income                                                                 396,678               199,085
                                                                         ---------------------------------------

Direct operating expenses:
  Operating expenses                                                                45,368                75,557
  Real estate taxes                                                                 45,426                22,713
  Insurance                                                                         20,484                10,242
                                                                         ---------------------------------------

Total direct operating expenses                                                    122,278               108,512
                                                                         ---------------------------------------

Excess of gross income over direct operating expenses                    $         274,400                90,573
                                                                         =======================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-193


                              DAVIS TOWNE CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period from July 18, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)

(1) Business

Davis Towne Crossing (the Property) is located in North Richland Hills, Texas.
The Property consists of approximately 41,000 square feet of gross leasable area
and was approximately 83% occupied at December 31, 2003. The Property is leased
to thirteen tenants of which two tenants account for approximately 43% of base
rental revenue for the period of July 18, 2003 (commencement of operations) to
December 31, 2003. On June 30, 2004, Inland Western Retail Real Estate Trust,
Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party.

Davis Towne Crossing was under construction during 2003 and commenced operations
July 18, 2003, with construction complete as of December 31, 2003.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the period of July 18, 2003 (commencement of operations) to
December 31, 2003.

In addition, rental income includes $5,963 of rent from one tenant that pays
monthly rent based upon a percentage of monthly sales in lieu of minimum rents
provided in the lease. The minimum rents schedule below excludes such tenant.

The Property has one ground lease that is classified as an operating lease with
terms extending through August 2028. Total ground lease income was $34,509 and
is included in base rental income in the accompanying Historical Summary for the
period of July 18, 2003 (commencement of operations) to December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $5,344
for the period of July 18 2003 (commencement of operations) to December 31,
2003.

                                      F-194


                              DAVIS TOWNE CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period from July 18, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to 25 years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $             653,726
                                      2005                     658,033
                                      2006                     658,033
                                      2007                     631,620
                                      2008                     541,343
                                Thereafter                   2,270,444
                                                 ---------------------

                                                 $           5,413,199
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-195


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Northgate North ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Northgate North for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
August 13, 2004

                                      F-196


                                 NORTHGATE NORTH
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                             For the           For the year
                                                                         six months ended          ended
                                                                          June 30, 2004      December 31, 2003
                                                                         -------------------------------------
                                                                           (unaudited)
                                                                                               
Gross income:
  Base rental income                                                     $       1,674,674           3,092,086
  Operating expense and real estate tax recoveries                                 795,771           1,242,613
                                                                         -------------------------------------

Total gross income                                                               2,470,445           4,334,699
                                                                         -------------------------------------

Direct operating expenses:
  Operating expenses                                                               553,185             867,906
  Real estate taxes                                                                197,392             375,985
  Insurance                                                                        103,050             206,100
                                                                         -------------------------------------

Total direct operating expenses                                                    853,627           1,449,991
                                                                         -------------------------------------

Excess of gross income over direct operating expenses                    $       1,616,818           2,884,708
                                                                         =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-197


                                 NORTHGATE NORTH
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Northgate North (the Property) is located in Seattle, Washington. The Property
consists of 302,461 square feet of gross leasable area and was approximately 93%
occupied at December 31, 2003. The Property is leased to nine tenants of which
four tenants account for approximately 86% of base rental revenue for the year
ended December 31, 2003. On June 30, 2004, Inland Western Retail Real Estate
Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$353,216 for the year ended December 31, 2003.

                                      F-198


                                 NORTHGATE NORTH
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from five to 25 years, in effect at December 31, 2003, are as follows:



                              YEAR                       TOTAL
                       -----------------------------------------------
                                              
                                      2004       $           3,161,072
                                      2005                   3,162,848
                                      2006                   3,258,533
                                      2007                   3,271,528
                                      2008                   3,292,733
                                Thereafter                  38,248,658
                                                 ---------------------

                                                 $          54,395,372
                                                 =====================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-199


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Cranberry Square ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Cranberry Square for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
August 1, 2004

                                      F-200


                                CRANBERRY SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $           870,100            1,740,201
  Operating expense and real estate tax recoveries                                      186,206              353,892
                                                                            -----------------------------------------

Total gross income                                                                    1,056,306            2,094,093
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                     60,482              115,963
  Real estate taxes                                                                     148,030              273,704
  Insurance                                                                               6,765               13,640
                                                                            -----------------------------------------

Total direct operating expenses                                                         215,277              403,307
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $           841,029            1,690,786
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-201


                                CRANBERRY SQUARE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Cranberry Square (the Property) is located in Cranberry Township, Pennsylvania.
The Property consists of approximately 195,566 square feet of gross leasable
area and was approximately 92% occupied at December 31, 2003. The Property is
leased to five tenants of which three tenants account for approximately 76% of
base rental revenue for the year ended December 31, 2003. On July 14, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $54,138
for the year ended December 31, 2003.

                                      F-202


                                CRANBERRY SQUARE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from ten to 15 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         1,723,839
                             2005              1,723,839
                             2006              1,728,158
                             2007              1,815,820
                             2008              1,820,320
                       Thereafter              5,872,510
                                     -------------------

                                     $        14,684,486
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-203


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Gateway Plaza Shopping Center ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Gateway Plaza Shopping Center for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Dallas, Texas
August 18, 2004

                                      F-204


                          GATEWAY PLAZA SHOPPING CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                      
Gross income:
  Base rental income                                                        $         2,080,063             4,118,141
  Operating expense and real estate tax recoveries                                      706,337             1,360,980
                                                                            -----------------------------------------

Total gross income                                                                    2,786,400             5,479,121
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                    198,640               466,631
  Ground rent expense                                                                 1,496,542             2,993,084
  Real estate taxes                                                                     542,676             1,033,669
  Insurance                                                                              48,686               101,711
                                                                            -----------------------------------------

Total direct operating expenses                                                       2,286,544             4,595,095
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $           499,856               884,026
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-205


                          GATEWAY PLAZA SHOPPING CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Gateway Plaza Shopping Center (the Property) is located in Southlake, Texas. The
Property consists of approximately 358,193 square feet of gross leasable area
and was approximately 89% occupied at December 31, 2003. The Property is leased
to twenty-five tenants of which one tenant accounts for approximately 13% of
base rental revenue for the year ended December 31, 2003. On July 21, 2004,
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
from an unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $83,000
for the year ended December 31, 2003.

                                      F-206


                          GATEWAY PLAZA SHOPPING CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, excluding
tenant reimbursements of operating expenses, which terms range from five to 20
years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         3,961,000
                             2005              3,870,000
                             2006              3,126,000
                             2007              3,127,000
                             2008              2,990,000
                       Thereafter             14,635,000
                                     -------------------

                                     $        31,709,000
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

The property is subject to a ground lease with annual payments, payable to an
unaffiliated third party. The ground lease matures in 2073. Although the ground
lease provides for increases in minimum rent payments over the term of the
lease, ground lease expense accrues on a straight-line basis. The straight-line
adjustment increased ground rent expense by approximately $1,785,000 for the
year ended December 31, 2003.

Minimum rents to be paid to the unafffiliated third party under the ground lease
in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         1,339,368
                             2005              1,339,368
                             2006              1,339,368
                             2007              1,339,368
                             2008              1,339,368
                       Thereafter            210,231,145
                                     -------------------

                                     $       216,927,985
                                     ===================


                                      F-207


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Safeway Plaza at Marysville ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Safeway Plaza at Marysville for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP

Chicago, Illinois
August 3, 2004

                                      F-208


                           SAFEWAY PLAZA AT MARYSVILLE
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $           763,686            1,513,469
  Operating expense and real estate tax recoveries                                      240,324              358,545
                                                                            -----------------------------------------

Total gross income                                                                    1,004,010            1,872,014
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                    138,514              164,027
  Real estate taxes                                                                      79,251              150,954
  Insurance                                                                              17,081               34,162
                                                                            -----------------------------------------

Total direct operating expenses                                                         234,846              349,143
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $           769,164            1,522,871
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-209


                           SAFEWAY PLAZA AT MARYSVILLE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Safeway Plaza at Marysville (the Property) is located in Marysville, Washington.
The Property consists of approximately 116,000 square feet of gross leasable
area and was approximately 97% occupied at December 31, 2003. The Property is
leased to one tenant that accounts for approximately 39% of base rental revenue
for the year ended December 31, 2003. On July 26, 2004, Inland Western Retail
Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates.

The Property has one ground lease that is classified as an operating lease with
terms extending through July 31, 2011. Total ground lease income was $50,000 and
is included in base rental income in the accompanying Historical Summary for the
year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $23,176
for the year ended December 31, 2003.

                                      F-210


                           SAFEWAY PLAZA AT MARYSVILLE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from three to 17 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         1,510,279
                             2005              1,492,217
                             2006              1,277,628
                             2007              1,072,386
                             2008              1,027,416
                       Thereafter              8,958,070
                                     -------------------

                                     $        15,337,996
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-211


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Forks Town Center ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Forks Town Center for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP

Chicago, Illinois
August 11, 2004

                                      F-212


                                FORKS TOWN CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $           771,917            1,376,494
  Operating expense and real estate tax recoveries                                      248,489              350,400
                                                                            -----------------------------------------

Total gross income                                                                    1,020,406            1,726,894
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                    144,775              162,022
  Real estate taxes                                                                     110,551              189,136
  Insurance                                                                               7,880               15,759
                                                                            -----------------------------------------

Total direct operating expenses                                                         263,206              366,917
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $           757,200            1,359,977
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-213


                                FORKS TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Forks Town Center (the Property) is located in Easton, Pennsylvania. The
Property consists of approximately 93,000 square feet of gross leasable area and
was approximately 97% occupied at December 31, 2003. The Property is leased to
sixteen tenants of which one tenant accounts for approximately 66% of base
rental revenue for the year ended December 31, 2003. On July 27, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party.

A portion of Forks Town Center (representing approximately 75,000 square feet of
the Property's gross leasable area) was completed as of December 31, 2002. The
remaining portion f the Property (representing the remaining approximately 18,
000 square feet of the Property's gross leasable area) was under construction
and completed during 2003.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Registration Statement on Form S-11 of IWRRETI and is not intended to be
a complete presentation of the Property's revenues and expenses. The Historical
Summary has been prepared on the accrual basis of accounting and requires
management of the Property to make estimates and assumptions that affect the
reported amounts of the revenues and expenses during the reporting period.
Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $53,375
for the year ended December 31, 2003.

                                      F-214


                                FORKS TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases which terms
range from three to 20 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         1,488,512
                             2005              1,493,112
                             2006              1,480,646
                             2007              1,438,846
                             2008              1,158,106
                       Thereafter             13,467,776
                                     -------------------

                                     $        20,526,998
                                     ===================


Base rental income includes $36,000 of rent from one tenant that subsequently
terminated its rental agreement in June 2004. The minimum rents schedule above
includes $177,000 related to such tenant, as the lease was still valid as of
December 31, 2003.

(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-215


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses ("Historical Summary") of the Properties owned by
Capital Centre, LLC, Gateway Village Limited Partnership, Bel Air Square Joint
Venture, Towson Circle Joint Venture LLP, and Reisterstown Plaza Holdings, LLC
(collectively the "Properties") for the year ended December 31, 2003. This
Combined Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the Combined Historical Summary. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the Combined Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in the Registration Statement on Form S-11 of
Inland Western Retail Real Estate Trust, Inc., as described in note 2. It is not
intended to be a complete presentation of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties owned by Capital Centre, LLC, Gateway
Village limited Partnership, Bel Air Square Joint Venture, Towson Circle Joint
Venture LLP, and Reisterstown Plaza Holdings, LLC for the year ended December
31, 2003, in conformity with accounting principles generally accepted in the
United States of America.


KPMG LLP

Chicago, Illinois
August 6, 2004

                                      F-216


 CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
 VENTURE, TOWSON CIRCLE JOINT VENTURE LLP, AND REISTERSTOWN PLAZA HOLDINGS, LLC
    Combined Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                    
Gross income:
  Base rental income                                                        $        11,388,110           17,102,545
  Operating expense and real estate tax recoveries                                    1,935,133            3,537,216
  Other Income                                                                          104,905               88,513
                                                                            -----------------------------------------

Total gross income                                                                   13,428,148           20,728,274
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                  2,479,864            4,282,398
  Real estate taxes                                                                     997,206            1,352,455
  Insurance                                                                             293,718              599,009
  Ground Rent                                                                            73,147               24,382
                                                                            -----------------------------------------

Total direct operating expenses                                                       3,843,935            6,258,244
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $         9,584,213           14,470,030
                                                                            =========================================


See accompanying notes to combined historical summary of gross income and 
direct operating expense.

                                      F-217


 CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
  VENTURE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA HOLDINGS, LLC
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

The Properties owned by Capital Centre, LLC, Gateway Village Limited
Partnership, Bel Air Square Joint Venture, Towson Circle Joint Venture LLP, and
Reisterstown Plaza Holdings, LLC (collectively the "Properties") consists of the
following:



                                                                             Gross                           Occupancy at
                                                                           Leasable                          December 31,
                                                                             Area                                2003
               Entity                               Name                  (unaudited)      Location           (unaudited)
---------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Capital Centre, LLC                      Boulevard at Capital Centre         515,000     Landover, MD            59%

Gateway Village Limited                        Gateway Village               274,000     Annapolis, MD           98%
  Partnership

Bel Air Square Joint Venture                Tollgate Marketplace             393,000     Bel Air, MD             99%

Towson Circle Joint Venture, LLP                Towson Circle                178,000     Towson, MD              91%

Reisterstown Plaza Holdings, LLC           Reisterstown Road Plaza           782,000     Baltimore, MD           89%


Thirteen tenants account for 40% or the Properties' base rental income.

Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") through established
limited liability companies ("LLC's") entered into contracts to become joint
venture partners in the ownership and operation of the Properties with
unaffiliated third parties. IWRRETI has contributed into all but Capital Centre
LLC.

In each instance IWRRETI owns or will own a 95% profits interest in the LLC's 
and will control the LLC's management and operation of the Properties. The 
Combined Historical Summary represents the combination of the Propertes 
described above prior to IWRRETI's contribution into the LLCs. There were no 
transactions between the Properties which required elimination in combination.

A portion of Boulevard at Capital Centre and Reisterstown Road Plaza
(representing approximately 321,000 and 694,000 square feet, respectively) of
the Properties gross leasable area was under construction and completed during
2003. The remaining portion f the Properties' gross leasable area (representing
approximately 194,000 and 88,000 square feet, respectively) was under
construction as of December 31, 2003. Real estate taxes and ground rent are
excluded in the Combined Historical Summary related to the portions of the
Properties under construction.

                                      F-218


 CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
  VENTURE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA HOLDINGS, LLC
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

( 2 ) Basis of Presentation

The Combined Historical Summary of Gross Income and Direct Operating Expenses
("Combined Historical Summary") has been prepared for the purpose of complying
with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
inclusion in the Registration Statement on Form S-11 of IWRRETI and is not
intended to be a complete presentation of the Property's revenues and expenses.
The Combined Historical Summary has been prepared on the accrual basis of
accounting and requires management of the Property to make estimates and
assumptions that affect the reported amounts of the revenues and expenses during
the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

( 3 ) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. Contingent rent of
$384,157 was earned during the year ended December 31, 2003 and included in base
rental income in the Combined Historical Summary.

In addition, rental income included $51,381 of rent from three tenants that pay
monthly rent based upon a percentage of monthly sales in lieu of minimum rents
provided in the lease. The minimum rents schedule below excludes such tenants.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$385,193 for the year ended December 31, 2003.

                                      F-219


 CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
  VENTURE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA HOLDINGS, LLC
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)


Minimum rents to be received from tenants under operating leases which terms
range from one year to 25 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $        23,146,780
                             2005             25,731,908
                             2006             25,160,727
                             2007             24,317,293
                             2008             23,244,717
                       Thereafter            160,625,600
                                     -------------------

                                     $       282,227,025
                                     ===================


( 4 ) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Combined Historical Summary.

Boulevard at Capital Centre is subject to a ground lease with annual payments,
payable to an unaffiliated third party. The ground lease matures in 2070.
Although the ground lease provides for increases in minimum rent payments over
the term of the lease, ground lease expense accrues on a straight-line basis.
The related adjustment increased ground rent expense by approximately $9,078 for
the year ended December 31, 2003.

Minimum rents to be paid to the unaffiliated third party under the ground lease
in effect at December 31, 2003 are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $            92,824
                             2005                 94,057
                             2006                 97,433
                             2007                 98,579
                             2008                 99,791
                       Thereafter              9,477,524
                                     -------------------

                                     $         9,960,208
                                     ===================


                                      F-220


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of The Shops at Boardwalk ("the
Property") for the period from May 30, 2003 (commencement of operations) to
December 31, 2003. This Historical Summary is the responsibility of management
of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. It is not intended to be a
complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of The Shops at Boardwalk for the period from May 30, 2003 (commencement
of operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

KPMG LLP


Chicago, Illinois
August 25, 2004

                                      F-221


                             THE SHOPS AT BOARDWALK
        Historical Summary of Gross Income and Direct Operating Expenses
  For the period from May 30, 2003 (commencement of operations) to December 31,
            2003, and the six months ended June 30, 2004 (unaudited)




                                                                                                   For the period from
                                                                                                       May 30, 2003
                                                                                   For the          (commencement of
                                                                               six months ended      operations) to
                                                                                June 30, 2004       December 31, 2003
                                                                            -------------------------------------------
                                                                                 (unaudited)
                                                                                                         
Gross income:
  Base rental income                                                        $           976,541                707,251
  Operating expense and real estate tax recoveries                                      357,069                 94,219
                                                                            -------------------------------------------

Total gross income                                                                    1,333,610                801,470
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                    288,162                234,198
  Real estate taxes                                                                     207,700                  9,280
  Insurance                                                                              18,684                 24,417
                                                                            -------------------------------------------

Total direct operating expenses                                                         514,546                267,895
                                                                            -------------------------------------------

Excess of gross income over direct operating expenses                       $           819,064                533,575
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-222


                             THE SHOPS AT BOARDWALK
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
  For the period from May 30, 2003 (commencement of operations) to December 31,
            2003, and the six months ended June 30, 2004 (unaudited)

(1)  Business

     The Shops at Boardwalk ("the Property") is located in Kansas City,
     Missouri. The Property consists of approximately 123,265 square feet of
     gross leasable area and was approximately 61.97% occupied at December 31,
     2003. The Property is leased to 18 tenants of which one tenant that
     accounts for approximately 16% of base rental revenue for the period from
     May 30, 2003 (commencement of operations) to December 31, 2003. On July 1,
     2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired
     the Property from an unaffiliated third-party.

(2)  Basis of Presentation

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Registration Statement on Form S-11 of IWRRETI and is not
     intended to be a complete presentation of the Property's revenues and
     expenses. The Historical Summary has been prepared on the accrual basis of
     accounting and requires management of the Property to make estimates and
     assumptions that affect the reported amounts of the revenues and expenses
     during the reporting period. Actual results may differ from those
     estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the six months ended June 30, 2004.

(3)  Gross Income

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned during the period from
     May 30, 2003 (commencement of operations) to December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $184,160 for the period from May 30, 2003 (commencement of
     operations) to December 31, 2003.

                                      F-223


                             THE SHOPS AT BOARDWALK
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
  For the period from May 30, 2003 (commencement of operations) to December 31,
            2003, and the six months ended June 30, 2004 (unaudited)
                                   (continued)


     Minimum rents to be received from tenants under operating leases, which
     terms range from five to 20 years, in effect at December 31, 2003, are as
     follows:



                     YEAR                  TOTAL
              ---------------------------------------
                                  
                             2004    $      1,716,081
                             2005           1,978,726
                             2006           1,988,182
                             2007           1,998,578
                             2008           1,748,381
                       Thereafter           9,118,444
                                     ----------------

                                     $     18,548,392
                                     ================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-224


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Manchester Meadows ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Manchester Meadows for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
September 1, 2004

                                      F-225


                               MANCHESTER MEADOWS
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $         2,041,721            4,035,915
  Contingent Rent                                                                             -               17,086
  Operating expense and real estate tax recoveries                                      644,313            1,223,383
                                                                            -----------------------------------------

Total gross income                                                                    2,686,034            5,276,384
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                    200,959              360,741
  Real estate taxes                                                                     397,296              785,067
  Insurance                                                                              48,066               95,178
                                                                            -----------------------------------------

Total direct operating expenses                                                         646,321            1,240,986
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $         2,039,713            4,035,398
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-226


                               MANCHESTER MEADOWS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1)  Business

     Manchester Meadows ("the Property") is located in Town and Country,
     Missouri. The Property consists of 454,172 square feet of gross leasable
     area and was approximately 99% occupied at December 31, 2003. The Property
     is leased to a total of 22 tenants, of which two tenants account for
     approximately 47% of base rental revenue for the year ended December 31,
     2003. On August 12, 2004, Inland Western Retail Real Estate Trust, Inc.
     ("IWRRETI") acquired the Property from an unaffiliated third-party.

(2)  Basis of Presentation

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 5 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the six months ended June 30, 2004.

(3)  Gross Income

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. Contingent rent of $17,086 was earned during the year
     ended December 31, 2003.

     The Property has one ground lease that is classified as an operating lease
     with a term extending until August 31, 2005. Total ground lease income was
     $75,600 and is included in base rental income in the accompanying
     Historical Summary for the year ended December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments decreased base
     rental income by $10,221 for the year ended December 31, 2003.

                                      F-227


                               MANCHESTER MEADOWS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

     Minimum rents to be received from tenants under operating leases, which
     terms range from five to 25 years, in effect at December 31, 2003, are as
     follows:



                                   TOTAL
                        --------------------
                      
                         $         3,790,741
                                   2,996,909
                                   2,880,005
                                   2,766,580
                                   2,702,438
                                  18,154,477
                         -------------------

                         $        33,291,150
                         ===================


(4)  Direct Operating Expenses

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-228


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Governor's Marketplace ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Governor's Marketplace for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

KPMG LLP


Chicago, Illinois
September 3, 2004

                                      F-229


                             GOVERNOR'S MARKETPLACE
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                                   For the           For the year
                                                                               six months ended          ended
                                                                                June 30, 2004      December 31, 2003
                                                                            -----------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $         1,445,892            2,391,430
  Operating expense and real estate tax recoveries                                      171,315              312,733
                                                                            -----------------------------------------

Total gross income                                                                    1,617,207            2,704,163
                                                                            -----------------------------------------

Direct operating expenses:
  Operating expenses                                                                    102,701              179,023
  Real estate taxes                                                                      91,472              147,863
  Insurance                                                                             173,835              273,576
                                                                            -----------------------------------------

Total direct operating expenses                                                         368,008              600,462
                                                                            -----------------------------------------

Excess of gross income over direct operating expenses                       $         1,249,199            2,103,701
                                                                            =========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-230


                             GOVERNOR'S MARKETPLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Governor's Marketplace ("the Property") is located in Tallahassee, Florida. The
Property consists of approximately 265,541 square feet of gross leasable area
and was approximately 83% occupied at December 31, 2003. The Property is leased
to 18 tenants of which five tenants account for approximately 53% of base rental
revenue for the year ended December 31, 2003. On August 17, 2004, Inland Western
Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party.

A portion of Governor's Marketplace was under construction during 2003.
Operations commenced on July 28, 2000 with a portion of the Property's gross
leasable area (representing 220,850 square feet) completed as of December 31,
2003. Of the remaining portion of the Property's gross leasable area, 16,690
square feet is under construction and scheduled to be completed during 2004.
28,001 square feet is undeveloped land.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the year ended December 31, 2003.

The Property has one ground lease that is classified as an operating lease with
terms extending through November 30, 2012. Total ground lease income was $63,600
and is included in base rental income in the accompanying Historical Summary for
the year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
$223,324 for the year ended December 31, 2003.

                                      F-231


                             GOVERNOR'S MARKETPLACE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to 16 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         2,870,026
                             2005              3,028,732
                             2006              2,901,670
                             2007              2,529,017
                             2008              2,260,420
                       Thereafter              8,985,450
                                     -------------------

                                     $        22,575,315
                                     ===================


(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, insurance, interest expense related to mortgage debt not
assumed, and professional fees are excluded from the Historical Summary.

The property is subject to ground leases with fixed annual payments, payable to
an unaffiliated third party, of $270,000 until September 30, 2085, and $60,000
until December 31, 2087. In addition, the property incurred overage rent of
$12,876 for the twelve months ended December 31, 2003. The ground leases mature
in 2085 and 2087, respectively. A portion of the ground lease expense has been
capitalized in 2003 as the Property was under construction.

Fixed minimum rents to be paid to the unaffiliated third party under the ground
lease in effect at December 31, 2003 are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $           330,000
                             2005                330,000
                             2006                330,000
                             2007                330,000
                             2008                330,000
                       Thereafter             25,530,000
                                     -------------------

                                     $        27,180,000
                                     ===================


                                      F-232


                          INDEPENDENT AUDITORS' REPORT

     The Board of Directors
     Inland Western Retail Real Estate Trust, Inc.

     We have audited the accompanying Historical Summary of Gross Income and
     Direct Operating Expenses ("Historical Summary") of Mitchell Ranch Plaza
     ("the Property") for the period from June 30, 2003 (commencement of
     operations) to December 31, 2003. This Historical Summary is the
     responsibility of management of Inland Western Retail Real Estate Trust,
     Inc. Our responsibility is to express an opinion on the Historical Summary
     based on our audit.

     We conducted our audit in accordance with auditing standards generally
     accepted in the United States of America. Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     Historical Summary is free of material misstatement. An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the Historical Summary. An audit also includes assessing the accounting
     principles used and significant estimates made by management, as well as
     evaluating the overall presentation of the Historical Summary. We believe
     that our audit provides a reasonable basis for our opinion.

     The accompanying Historical Summary was prepared for the purpose of
     complying with the rules and regulations of the Securities and Exchange
     Commission and for inclusion in the Post-Effective Amendment No. 5 to the
     Registration Statement on Form S-11 of Inland Western Retail Real Estate
     Trust, Inc., as described in note 2. It is not intended to be a complete
     presentation of the Property's revenues and expenses.

     In our opinion, the Historical Summary referred to above presents fairly,
     in all material respects, the gross income and direct operating expenses
     described in note 2 of Mitchell Ranch Plaza for the period from June 30,
     2003 (commencement of operations) to December 31, 2003, in conformity with
     accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
September 1, 2004

                                      F-233


                              MITCHELL RANCH PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
 For the period from June 30, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)



                                                                                                   For the period from
                                                                                                      June 30, 2003
                                                                             For the six months     (commencement of
                                                                                    ended            operations) to
                                                                                June 30, 2004       December 31, 2003
                                                                            -------------------------------------------
                                                                                 (unaudited)
                                                                                                         
Gross income:
  Base rental income                                                        $         1,122,351                580,219
  Operating expense and real estate tax recoveries                                      187,757                126,065
                                                                            -------------------------------------------

Total gross income                                                                    1,310,108                706,284
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                     90,848                 84,005
  Real estate taxes                                                                      90,030                 48,985
  Insurance                                                                              21,402                  6,147
                                                                            -------------------------------------------

Total direct operating expenses                                                         202,280                139,137
                                                                            -------------------------------------------

Excess of gross income over direct operating expenses                       $         1,107,828                567,147
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-234


                              MITCHELL RANCH PLAZA

    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period from June 30, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)

(1) Business

Mitchell Ranch Plaza ("the Property") is located in New Port Richey, Florida.
The Property consists of approximately 200,304 square feet of gross leasable
area and was approximately 85% occupied at December 31, 2003. The Property is
leased to 33 tenants of which three tenants account for approximately 72% of
base rental revenue for the period from June 30, 2003 (commencement of
operations) to December 31, 2003. On August 25, 2004, Inland Western Retail Real
Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated
third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Post-Effective Amendment No. 5 to the Registration Statement on Form S-11
of IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent was
earned during the period from June 30, 2003 (commencement of operations) to
December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $77,602
for the period from June 30, 2003 (commencement of operations) to December 31,
2003.

                                      F-235


                              MITCHELL RANCH PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
 For the period from June 30, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to 20 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         2,237,421
                             2005              2,279,929
                             2006              2,253,825
                             2007              2,127,567
                             2008              2,058,164
                       Thereafter             12,355,030
                                     -------------------

                                     $        23,311,936
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-236


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of The Columns ("the Property") for
the period from October 8, 2003 (commencement of operations) to December 31,
2003. This Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of The Columns for the period from October 8, 2003 (commencement of
operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

KPMG LLP


Chicago, Illinois
September 10, 2004

                                      F-237


                                   THE COLUMNS
        Historical Summary of Gross Income and Direct Operating Expenses
For the period from October 8, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)



                                                                                                   For the period from
                                                                                                     October 8, 2003
                                                                             For the six months     (commencement of
                                                                                    ended            operations) to
                                                                                June 30, 2004       December 31, 2003
                                                                            -------------------------------------------
                                                                                 (unaudited)
                                                                                                         
Gross income:
  Base rental income                                                        $           615,902                239,197
  Operating expense and real estate tax recoveries                                      105,488                 25,794
                                                                            -------------------------------------------

Total gross income                                                                      721,390                264,991
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                     51,836                 29,157
  Real estate taxes                                                                      66,571                  2,180
  Insurance                                                                              12,662                  6,503
                                                                            -------------------------------------------

Total direct operating expenses                                                         131,069                 37,840
                                                                            -------------------------------------------

Excess of gross income over direct operating expenses                       $           590,321                227,151
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-238


                                   THE COLUMNS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from October 8, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)

(1) Business

The Columns ("the Property") is located in Jackson, Tennessee. The Property
consists of approximately 128,600 square feet of gross leasable area and was
approximately 78% occupied at December 31, 2003. The Property is leased to five
tenants of which two tenants account for approximately 71% of base rental
revenue for the period from October 8, 2003 (commencement of operations) to
December 31, 2003. On August 25, 2004, Inland Western Retail Real Estate Trust,
Inc. ("IWRRETI") acquired the Property from an unaffiliated third-party.

The Columns was under construction during 2003 and commenced operations October
8, 2003, with construction complete as of December 31, 2003.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in the Post-Effective Amendment No. 5 to the Registration Statement on Form S-11
of IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates. Certain of the leases contain provision for contingent
rentals. Recognition of contingent rental income is deferred until the target
that triggers the contingent rental income is achieved. No contingent rent of
was earned during the period from October 8, 2003 (commencement of operations)
to December 31, 2003.

In addition, rental income includes $9,732 of rent from one tenant that pays
monthly rent based upon a percentage of monthly sales in lieu of minimum rents
provided in the lease as the cotenancy requirement was not met for the period
from October 8, 2003 (commencement of operations) to December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $2,774
for the period from October 8, 2003 (commencement of operations) to December 31,
2003.

                                      F-239


                                   THE COLUMNS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from October 8, 2003 (commencement of operations) to December 31,
             2003 and the six months ended June 30, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from five to ten years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $         1,346,993
                             2005              1,480,470
                             2006              1,482,468
                             2007              1,485,966
                             2008              1,489,103
                       Thereafter              4,900,972
                                     -------------------

                                     $        12,185,972
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-240


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Saucon Valley Square ("the
Property") for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Saucon Valley Square for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

KPMG LLP


Chicago, Illinois
September 7, 2004

                                      F-241


                              SAUCON VALLEY SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                             For the six months
                                                                                    ended          For the year ended
                                                                                June 30, 2004      December 31, 2003
                                                                            ------------------------------------------
                                                                                 (unaudited)
                                                                                                     
Gross income:
  Base rental income                                                        $           606,848            1,213,696
  Operating expense and real estate tax recoveries                                      116,965              285,028
                                                                            ------------------------------------------

Total gross income                                                                      723,813            1,498,724
                                                                            ------------------------------------------

Direct operating expenses:
  Operating expenses                                                                     46,772              149,770
  Real estate taxes                                                                      67,547              128,661
                                                                            ------------------------------------------

Total direct operating expenses                                                         114,319              278,431
                                                                            ------------------------------------------

Excess of gross income over direct operating expenses                       $           609,494            1,220,293
                                                                            ==========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-242


                              SAUCON VALLEY SQUARE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

(1) Business

Saucon Valley Square ("the Property") is located in Bethlehem, PA. The Property
consists of approximately 80,695 square feet of gross leasable area and was
approximately 100% occupied at December 31, 2003. The Property is leased to 15
tenants of which one tenant accounts for approximately 73% of base rental
revenue for the year ended December 31, 2003. On September 7, 2004, Inland
Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
unaffiliated third-party.

(2) Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") has been prepared for the purpose of complying with Rule
3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion
in Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3) Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and billed to tenants pursuant to
the lease agreements. Certain leases contain renewal options at various periods
at various rental rates.

The Property has one ground lease that is classified as an operating lease with
terms extending through July 12, 2008. Total ground lease income was $3,750 and
is included in base rental income in the accompanying Historical Summary for the
year ended December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by $52,248
for the year ended December 31, 2003.

                                      F-243


                              SAUCON VALLEY SQUARE

    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, which terms
range from three to 15 years, in effect at December 31, 2003, are as follows:



                     YEAR                   TOTAL
              ------------------------------------------
                                  
                             2004    $           910,599
                             2005                845,071
                             2006                845,071
                             2007                845,071
                             2008                821,160
                       Thereafter              7,271,335
                                     -------------------

                                     $        11,538,307
                                     ===================


(4) Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-244


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.:

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses (Historical Summary) of Lincoln Park Shopping Center (the
Property) for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Post-Effective Amendment No. 5 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Lincoln Park Shopping Center for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.


KPMG LLP


Dallas, Texas
September 13, 2004

                                      F-245


                          LINCOLN PARK SHOPPING CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
          For the year ended December 31, 2003 and the six months ended
                            June 30, 2004 (unaudited)



                                                          For the six
                                                          months ended    For the year ended
                                                         June 30, 2004     December 31, 2003
                                                       -------------------------------------
                                                          (unaudited)
                                                                             
Gross income:
  Base rental income                                     $    1,713,722            3,386,458
  Operating expense and real estate tax recoveries              607,814            1,179,700
                                                       -------------------------------------

Total gross income                                            2,321,536            4,566,158
                                                       -------------------------------------

Direct operating expenses:
  Operating expenses                                            266,185              442,073
  Real estate taxes                                             445,322              871,151
  Insurance                                                      12,566               33,190
                                                       -------------------------------------

Total direct operating expenses                                 724,073            1,346,414
                                                       -------------------------------------

Excess of gross income over direct operating expenses    $    1,597,463            3,219,744
                                                       =====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-246


                          LINCOLN PARK SHOPPING CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
          For the year ended December 31, 2003 and the six months ended
                            June 30, 2004 (unaudited)

(1)  Business

Lincoln Park Shopping Center (the Property) is located in Dallas, Texas. The
Property consists of approximately 148,806 square feet of gross leasable area
and was 97% occupied at December 31, 2003. The Property is leased to 13 tenants
of which 4 tenants account for approximately 68% of base rental revenue for the
year ended December 31, 2003. On September 7, 2004, Inland Western Retail Real
Estate Trust, Inc. (IWRRETI) acquired the Property from an unaffiliated
third-party.

(2)  Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses (Historical
Summary) has been prepared for the purpose of complying with Rule 3-14 of the
Securities and Exchange Commission Regulation S-X and for inclusion in
Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 of
IWRRETI and is not intended to be a complete presentation of the Property's
revenues and expenses. The Historical Summary has been prepared on the accrual
basis of accounting and requires management of the Property to make estimates
and assumptions that affect the reported amounts of the revenues and expenses
during the reporting period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the six months ended June 30, 2004.

(3)  Gross Income

The Property leases retail space under various lease agreements with its
tenants. All leases are accounted for as operating leases. The leases include
provisions under which the Property is reimbursed for common area, real estate,
and insurance costs. Revenue related to these reimbursed costs is recognized in
the period the applicable costs are incurred and become billable to tenants
pursuant to the lease agreements. Certain leases contain renewal options at
various periods at various rental rates. Certain of the leases contain provision
for contingent rentals. Recognition of contingent rental income is deferred
until the target that triggers the contingent rental income is achieved.
Contingent rent of approximately $19,000 was earned during the year ended
December 31, 2003.

Although certain leases may provide for tenant occupancy during periods for
which no rent is due and/or increases exist in minimum lease payments over the
term of the lease, rental income accrues for the full period of occupancy on a
straight-line basis. Related adjustments increased base rental income by
approximately $141,000 for the year ended December 31, 2003.

                                      F-247


                          LINCOLN PARK SHOPPING CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
          For the year ended December 31, 2003 and the six months ended
                            June 30, 2004 (unaudited)
                                   (continued)

Minimum rents to be received from tenants under operating leases, excluding
tenant reimbursements of operating expenses, which terms range from 5 to 25
years, in effect at December 31, 2003, are as follows:



                                      Year                Total
                            --------------------------------------
                                              
                                      2004       $    3,342,000
                                      2005            3,299,000
                                      2006            3,203,000
                                      2007            3,207,000
                                      2008            3,005,000
                                Thereafter           19,704,000
                                                 -----------------

                                                 $   35,760,000
                                                 =================


Tenant reimbursements of operating expenses are included in operating expense
and real estate tax recoveries in the accompanying Historical Summary.

(4)  Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to
the proposed future operations of the Property. Repairs and maintenance expenses
are charged to operations as incurred. Costs such as depreciation, amortization,
management fees, interest expense related to mortgage debt not assumed, and
professional fees are excluded from the Historical Summary.

                                      F-248


                           SHOPPES AT PROMINENCE POINT
        Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)



                                                         For the period from
                                                            March 1, 2004
                                                          (commencement of
                                                            oeprations) to
                                                            June 30, 2004
                                                        ---------------------
                                                      
Gross income:
  Base rental income                                     $           264,247
  Operating expense and real estate tax recoveries                    35,817
                                                        ---------------------

Total gross income                                                   300,064
                                                        ---------------------

Direct operating expenses:
  Operating expenses                                                   9,259
  Real estate taxes                                                   32,055
  Insurance                                                            4,590
                                                        ---------------------

Total direct operating expenses                                       45,904
                                                        ---------------------

Excess of gross income over direct operating expenses    $           254,160
                                                        =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-249


                           SHOPPES AT PROMINENCE POINT
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from March 1, 2004 (commencement of operations) to June 30, 2004 has been
prepared from the operating statements provided by the owners of the property
during that period and requires management of Shoppes at Prominence Point to
make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates. The
property was completed in 2004 and had no significant operations through the
date of acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from March 1, 2004 (commencement
of operations) to June 30, 2004.

                                      F-250


                               LOW COUNTRY VILLAGE
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from February 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)



                                                         For the period from
                                                          February 1, 2004
                                                          (commencement of
                                                           operations) to
                                                            June 30, 2004
                                                        ---------------------
                                                      
Gross income:
  Base rental income                                     $           301,293
  Operating expense and real estate tax recoveries                    49,137
                                                        ---------------------

Total gross income                                                   350,430
                                                        ---------------------

Direct operating expenses:
  Operating expenses                                                   4,715
  Real estate taxes                                                   38,184
  Insurance                                                           21,110
                                                        ---------------------

Total direct operating expenses                                       64,009
                                                        ---------------------

Excess of gross income over direct operating expenses    $           286,421
                                                        =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-251


                               LOW COUNTRY VILLAGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
        For the period from February 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from February 1, 2004 (commencement of operations) to June 30, 2004 has
been prepared from the operating statements provided by the owners of the
property during that period and requires management of Low Country Village to
make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates. The
property was completed in 2004 and had no significant operations through the
date of acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from February 1, 2004
(commencement of operations) to June 30, 2004.

                                      F-252


                                SHOPPES OF DALLAS
        Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)



                                                         For the period from
                                                            March 1, 2004
                                                          (commencement of
                                                            operations) to
                                                            June 30, 2004
                                                        ---------------------
                                                      
Gross income:
  Base rental income                                     $           195,042
  Operating expense and real estate tax recoveries                    23,198
                                                        ---------------------

Total gross income                                                   218,240
                                                        ---------------------

Direct operating expenses:
  Operating expenses                                                  11,199
  Real estate taxes                                                    3,781
  Insurance                                                            4,014
                                                        ---------------------

Total direct operating expenses                                       18,994
                                                        ---------------------

Excess of gross income over direct operating expenses    $           199,246
                                                        =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-253


                                SHOPPES OF DALLAS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from March 1, 2004 (commencement of operations) to June 30, 2004 has been
prepared from the operating statements provided by the owners of the property
during that period and requires management of Shoppes of Dallas to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates. The property
was completed in 2004 and had no significant operations through the date of
acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from March 1, 2004 (commencement
of operations) to June 30, 2004.

                                      F-254


                            DORMAN CENTRE - PHASE II
        Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 15, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)



                                                         For the period from
                                                            March 15, 2004
                                                           (commencement of
                                                            operations) to
                                                            June 30, 2004
                                                        ---------------------
                                                      
Gross income:
  Base rental income                                     $            78,177
  Operating expense and real estate tax recoveries                    13,140
                                                        ---------------------

Total gross income                                                    91,317
                                                        ---------------------

Direct operating expenses:
  Operating expenses                                                   4,518
  Real estate taxes                                                   29,016
  Insurance                                                            1,403
                                                        ---------------------

Total direct operating expenses                                       34,937
                                                        ---------------------

Excess of gross income over direct operating expenses    $            56,380
                                                        =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-255


                            DORMAN CENTER - PHASE II
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the period from March 15, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from March 15, 2004 (commencement of operations) to June 30, 2004 has
been prepared from the operating statements provided by the owners of the
property during that period and requires management of Dorman Center - Phase II
to make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates. The
property was completed in 2004 and had no significant operations through the
date of acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from March 15, 2004 (commencement
of operations) to June 30, 2004.

                                      F-256


                           VILLAGE SHOPPES AT SIMONTON
        Historical Summary of Gross Income and Direct Operating Expenses
          For the period from May 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)



                                                         For the period from
                                                             May 1, 2004
                                                          (commencement of
                                                           operations) to
                                                            June 30, 2004
                                                        ---------------------
                                                      
Gross income:
  Base rental income                                     $            65,553
  Operating expense and real estate tax recoveries                    18,393
                                                        ---------------------

Total gross income                                                    83,946
                                                        ---------------------

Direct operating expenses:
  Operating expenses                                                   4,240
  Real estate taxes                                                   17,348
  Insurance                                                            3,875
                                                        ---------------------

Total direct operating expenses                                       25,463
                                                        ---------------------

Excess of gross income over direct operating expenses    $            58,483
                                                        =====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-257


                           VILLAGE SHOPPES AT SIMONTON
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
          For the period from May 1, 2004 (commencement of operations)
                          to June 30, 2004 (unaudited)

1.   Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from May 1, 2004 (commencement of operations) to June 30, 2004 has been
prepared from the operating statements provided by the owners of the property
during that period and requires management of Village Shoppes at Simonton to
make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates. The
property was completed in 2004 and had no significant operations through the
date of acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from May 1, 2004 (commencement of
operations) to June 30, 2004.

                                      F-258


                              HARVEST TOWNE CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)



                                                                             For the six months
                                                                                    ended           For the year ended
                                                                                June 30, 2004       December 31, 2003
                                                                            -------------------------------------------
                                                                                                          
Gross income:
  Base rental income                                                        $            348,503                655,423
  Operating expense and real estate tax recoveries                                        49,445                 90,044
                                                                            -------------------------------------------

Total gross income                                                                       397,948                745,467
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                      22,463                 43,617
  Real estate taxes                                                                       25,957                 45,585
  Insurance                                                                                5,311                 10,312
                                                                            -------------------------------------------

Total direct operating expenses                                                           53,731                 99,514
                                                                            -------------------------------------------

Excess of gross income over direct operating expenses                       $            344,217                645,953
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-259


                              HARVEST TOWNE CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
   For the year ended December 31, 2003 and the six months ended June 30, 2004
                                   (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2003 and the six months ended June 30, 2004,
respectively, has been prepared from the operating statements provided by the
owners of the property during that period and requires management of Harvest
Towne Center to make estimates and assumptions that affect the amounts of the
revenues and expense during that period. Actual results may differ from those
estimates. The property was completed in 2004 and had no significant operations
through the date of acquisition.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2003 and the six
months ended June 30, 2004, respectively.

                                      F-260


                            BED, BATH & BEYOND PLAZA
        Historical Summary of Gross Income and Direct Operating Expenses
For the period from March 3, 2004 (commencement of operations) to June 30, 2004
                                   (unaudited)



                                                                            For the period from
                                                                               March 3, 2004
                                                                             (commencement of
                                                                              operations) to
                                                                               June 30, 2004
                                                                            --------------------
                                                                                (unaudited)
                                                                         
Gross income:
  Base rental income                                                        $            378,432
  Operating expense and real estate tax recoveries                                        45,399
                                                                            --------------------

Total gross income                                                                       423,831
                                                                            --------------------

Direct operating expenses:
  Operating expenses                                                                      74,921
  Real estate taxes                                                                       52,800
  Insurance                                                                                  213
                                                                            --------------------

Total direct operating expenses                                                          127,934
                                                                            --------------------

Excess of gross income over direct operating expenses                       $            295,897
                                                                            ====================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-261


                            BED, BATH & BEYOND PLAZA
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from March 3, 2004 (commencement of operations) to June 30, 2004
                                   (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from March 3, 2004 (commencement of operations) to June 30, 2004 has been
prepared from the operating statements provided by the owners of the property
during that period and requires management of Bed, Bath & Beyond Plaza to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates. The property
was completed in 2004 and had no significant operations during 2003.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from March 3, 2004 (commencement
of operations) to June 30, 2004.

                                      F-262


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Azalea Square ("the Property") for
the period from July 4, 2003 (commencement of operations) to December 31, 2003.
This Historical Summary is the responsibility of management of Inland Western
Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on
the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Azalea Square for the period from July 4, 2003 (commencement of
operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-263


                                  AZALEA SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 4, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)



                                                                                                    FOR THE PERIOD FROM
                                                                                                       JULY 4, 2003
                                                                            FOR THE NINE MONTHS      (COMMENCEMENT OF
                                                                                   ENDED              OPERATIONS) TO
                                                                            SEPTEMBER 30, 2004       DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $          1,410,022    $           488,517
  Operating expense and real estate tax recoveries                                       392,542                139,567
                                                                            --------------------    -------------------

           Total gross income                                                          1,802,564                628,084
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                     157,724                 68,236
  Insurance                                                                               21,416                  7,056
  Real estate taxes                                                                      251,487                 76,149
                                                                            --------------------    -------------------

           Total direct operating expenses                                               430,627                151,441
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $          1,371,937    $           476,643
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-264


                                  AZALEA SQUARE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 4, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(1)  BUSINESS

     Azalea Square ("the Property") is located in Charleston (Summerville),
     South Carolina. The Property consists of approximately 117,135 square feet
     of gross leasable area. The Property is leased to 19 tenants and is
     approximately 98% occupied as of December 31, 2003. Of those tenants, four
     tenants account for approximately 76% of base rental revenue for the period
     from July 4, 2003 (commencement of operations) to December 31, 2003. On
     October 19, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI")
     acquired the Property from an unaffiliated third party.

     Azalea Square was under construction during 2003 and commenced operations
     July 4, 2003, with construction complete of 117,135 square feet of gross
     leasable area as of December 31, 2003. An additional 64,000 square feet
     remained under construction as of December 31, 2003.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned during the period from
     July 4, 2003 (commencement of operations) to December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $63,279 for the period from July 4, 2003 (commencement of
     operations) to December 31, 2003.

                                      F-265


                                  AZALEA SQUARE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 4, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from five years to 20 years, as of December 31 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $   1,911,620
                                2005         2,346,448
                                2006         2,386,455
                                2007         2,392,650
                                2008         2,328,321
                          Thereafter        10,984,144
                                         --------------

                                         $  22,349,638
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-266


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Combined Historical Summary of Gross Income and
Direct Operating Expenses (Combined Historical Summary) of the Properties
Acquired from Bayer Properties, Inc. for the year ended December 31, 2003. This
Combined Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Combined Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Combined
Historical Summary is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the Combined Historical Summary. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the Combined Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in the Post-Effective Amendment No. 7 to the
Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust,
Inc., as described in note 2. It is not intended to be a complete presentation
of the Properties' revenues and expenses.

In our opinion, the Combined Historical Summary referred to above presents
fairly, in all material respects, the gross income and direct operating expenses
described in note 2 of the Properties Acquired from Bayer Properties, Inc. for
the year ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-267


               THE PROPERTIES ACQUIRED FROM BAYER PROPERTIES, INC.
    Combined Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                  FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $          1,189,106    $           535,643
  Operating expense and real estate tax recoveries                                       181,747                114,359
                                                                            --------------------    -------------------

           Total gross income

                                                                                       1,370,853                650,002
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                     140,047                116,766
  Real estate taxes                                                                       67,620                 21,499
  Ground rent expense                                                                    102,238                 91,638
  Insurance                                                                               17,047                 10,749
                                                                            --------------------    -------------------

           Total direct operating expenses
                                                                                         326,952                240,652
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $          1,043,901    $           409,350
                                                                            ====================    ===================


See accompanying notes to combined historical summary of gross income and direct
operating expenses.

                                      F-268


               THE PROPERTIES ACQUIRED FROM BAYER PROPERTIES, INC.
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  BUSINESS

     The Properties acquired from Bayer Properties, Inc. consist of:



                                                                          OCCUPANCY AT DECEMBER 31,
              NAME            GROSS LEASABLE AREA        LOCATION                   2003
                                                                            
     Edgemont Town Center            71,660          Homewood, Alabama               82%

     University Town Center          28,450         Tuscaloosa, Alabama              79%


     Three tenants account for 36% of the Properties' base rental income for the
     year ended December 31, 2003.

     Edgemont Town Center's 71,660 square feet of gross leasable area was under
     construction and completed during 2003. An additional 6,000 square feet was
     under construction as of December 31, 2003. Real estate taxes are excluded
     in the Combined Historical Summary related to the portions of the Property
     under construction.

(2)  BASIS OF PRESENTATION

     The Combined Historical Summary of Gross Income and Direct Operating
     Expenses has been prepared for the purpose of complying with Rule 3-14 of
     the Securities and Exchange Commission Regulation S-X and for inclusion in
     the Post-Effective Amendment No. 7 to the Registration Statement on Form
     S-11 of Inland Western Retail Real Estate Trust, Inc. and is not intended
     to be a complete presentation of the Properties' revenues and expenses. The
     Combined Historical Summary has been prepared on the accrual basis of
     accounting and requires management of the Properties to make estimates and
     assumptions that affect the reported amounts of the revenues and expenses
     during the reporting period. Actual results may differ from those
     estimates. The Combined Historical Summary is presented on a combined basis
     since the properties were acquired from the same seller.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Properties lease retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Properties are reimbursed for common
     area, real estate, and insurance costs. Revenue related to these reimbursed
     costs is recognized in the period the applicable costs are incurred and
     billed to tenants pursuant to the lease agreements. Certain leases contain
     renewal options at various periods at various rental rates. Certain of the
     leases contain provision for contingent rentals. Recognition of contingent
     rental income is deferred until the target that triggers the contingent
     rental income is achieved. No contingent rent was earned the year ended
     December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $18,860 for the year ended December 31, 2003.

                                      F-269


               THE PROPERTIES ACQUIRED FROM BAYER PROPERTIES, INC.
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from two to 20 years, as of December 31, 2003, are as follows:



                               YEAR
                               ----
                                      
                                2004     $   1,569,399
                                2005         1,837,792
                                2006         1,841,130
                                2007         1,803,439
                                2008         1,530,669
                          Thereafter        14,442,120
                                         -------------

                                         $  23,024,549
                                         =============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Properties. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Combined Historical Summary.

     University Town Center is subject to two ground leases. One of which is a
     ground lease with semi-annual payments of $25,000, payable to an
     unaffiliated third party. This ground lease was subject to abatement
     periods and terminates in 2039. The other ground lease requires semi-annual
     payments, payable to an unaffiliated third party, of $ 37,478 until
     December 31, 2022, $50,492 until December 31, 2027, $51,273 until December
     31, 2032, $52,054 until December 31, 2037, and $52,834 until the
     termination date. This ground lease is subject to abatement periods and
     terminates in 2043.

     Although the ground leases provide for abatement periods or increases in
     minimum rent payments over the term of the leases, ground rent expense
     accrues on a straight-line basis. The related adjustment to ground rent
     increased ground rent expense by $41,368 for the year ended December 31,
     2003.

     Minimum rents to be paid to the unaffiliated third parties under the ground
     leases in effect at December 31, 2003 are as follows:



                               YEAR
                               ----
                                      
                                2004     $      87,479
                                2005           124,958
                                2006           124,958
                                2007           124,958
                                2008           124,958
                          Thereafter         4,693,773
                                         -------------

                                         $   5,281,084
                                         =============


                                      F-270


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Denton Crossing ("the Property")
for the period from August 11, 2003 (commencement of operations) to December 31,
2003. This Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Denton Crossing for the period from August 11, 2003 (commencement of
operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-271


                                 DENTON CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
       For the period from August 11, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)



                                                                                                    FOR THE PERIOD FROM
                                                                                                      AUGUST 11, 2003
                                                                            FOR THE NINE MONTHS      (COMMENCEMENT OF
                                                                                   ENDED              OPERATIONS) TO
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $          2,446,572    $           915,298
  Operating expense and real estate tax recoveries                                       513,330                163,250
  Other Income                                                                                --                  2,413
                                                                            --------------------    -------------------

           Total gross income                                                          2,959,902              1,080,961
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                     240,720                 59,360
  Real estate taxes                                                                      259,517                 84,049
  Insurance                                                                               52,193                 31,896
                                                                            --------------------    -------------------

           Total direct operating expenses                                               552,430                175,305
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $          2,407,472    $           905,656
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-272


                                 DENTON CROSSING
   Notes to Historical Summary of Gross Income and Direct Operating Expenses
       For the period from August 11, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(1)       BUSINESS

     Denton Crossing ("the Property") is located in Denton, Texas. The Property
     consists of approximately 259,470 square feet of gross leasable area and
     was approximately 89% occupied at December 31, 2003. The Property is leased
     to 24 tenants of which four tenants accounts for approximately 50% of base
     rental revenue for the period from August 11, 2003 (commencement of
     operations) to December 31, 2003. On October 18, 2004, Inland Western
     Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
     unaffiliated third-party.

     Denton Crossing had 259,470 square feet that was under construction and
     completed during 2003. The remaining portion of the Properties' gross
     leasable area (representing approximately 70,000 square feet) was under
     construction as of December 31, 2003. Real estate taxes are excluded in the
     Historical Summary related to the portions of the Properties under
     construction.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned for the period from
     August 11, 2003 (commencement of operations) to December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $595,495 for the period from August 11, 2003 (commencement
     of operations) to December 31, 2003.

                                      F-273


                                 DENTON CROSSING
   Notes to Historical Summary of Gross Income and Direct Operating Expenses
       For the period from August 11, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from five to 10 years, in effect at December 31, 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $   2,937,465
                                2005         3,203,931
                                2006         3,203,931
                                2007         3,203,931
                                2008         3,197,065
                          Thereafter        12,348,490
                                         --------------

                                         $  28,094,813
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-274


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

     We have audited the accompanying Combined Historical Summary of Gross
     Income and Direct Operating Expenses (Combined Historical Summary) of the
     Properties Acquired from Donahue Schriber for the year ended December 31,
     2003. This Combined Historical Summary is the responsibility of management
     of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
     express an opinion on the Combined Historical Summary based on our audit.

     We conducted our audit in accordance with auditing standards generally
     accepted in the United States of America. Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     Combined Historical Summary is free of material misstatement. An audit
     includes examining, on a test basis, evidence supporting the amounts and
     disclosures in the Combined Historical Summary. An audit also includes
     assessing the accounting principles used and significant estimates made by
     management, as well as evaluating the overall presentation of the Combined
     Historical Summary. We believe that our audit provides a reasonable basis
     for our opinion.

     The accompanying Combined Historical Summary was prepared for the purpose
     of complying with the rules and regulations of the Securities and Exchange
     Commission and for inclusion in the Post-Effective Amendment No. 7 to the
     Registration Statement on Form S-11 of Inland Western Retail Real Estate
     Trust, Inc., as described in note 2. It is not intended to be a complete
     presentation of the Properties' revenues and expenses.

     In our opinion, the Combined Historical Summary referred to above presents
     fairly, in all material respects, the gross income and direct operating
     expenses described in note 2 of the Properties Acquired from Donahue
     Schriber for the year ended December 31, 2003, in conformity with
     accounting principles generally accepted in the United States of America.

     KPMG LLP


     Chicago, Illinois
     December 9, 2004

                                      F-275


                  THE PROPERTIES ACQUIRED FROM DONAHUE SCHRIBER
    Combined Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                   FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Base rental income                                                          $          1,933,199    $         2,362,490
Operating expense and real estate tax recoveries                                         568,561                714,524
Other Income                                                                                  --                140,503
                                                                            --------------------    -------------------

           Total gross income                                                          2,501,760              3,217,517
                                                                            --------------------    -------------------

Operating expenses                                                                       325,646                451,756
Real estate taxes                                                                        266,619                304,012
Insurance                                                                                 50,545                 51,242
                                                                            --------------------    -------------------

           Total direct operating expenses                                               642,810                807,010
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $          1,858,950    $         2,410,507
                                                                            ====================    ===================


See accompanying notes to combined historical summary of gross income and direct
operating expenses.

                                      F-276


                  THE PROPERTIES ACQUIRED FROM DONAHUE SCHRIBER
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  BUSINESS

     The Properties acquired from Donahue Schriber consist of:



                                                                            OCCUPANCY AT DECEMBER 31,
             NAME            GROSS LEASABLE AREA         LOCATION                     2003
                                                                              
     Plaza at Riverlakes           102,836         Bakersfield, California             93%
     Placentia Town Center         110,962           Placentia, California             89%


     Five tenants account for 52% of the Properties' base rental income for the
     year ended December 31, 2003.

     Plaza at Riverlakes had 17,160 of square feet that was under construction
     and completed during 2003. Real estate taxes are excluded in the Combined
     Historical Summary related to the portions of the Property under
     construction.

(2)  BASIS OF PRESENTATION

     The Combined Historical Summary of Gross Income and Direct Operating
     Expenses has been prepared for the purpose of complying with Rule 3-14 of
     the Securities and Exchange Commission Regulation S-X and for inclusion in
     the Post-Effective Amendment No. 7 to the Registration Statement on Form
     S-11 of Inland Western Retail Real Estate Trust, Inc. and is not intended
     to be a complete presentation of the Properties' revenues and expenses. The
     Combined Historical Summary has been prepared on the accrual basis of
     accounting and requires management of the Properties to make estimates and
     assumptions that affect the reported amounts of the revenues and expenses
     during the reporting period. Actual results may differ from those
     estimates. The Historical Summary is presented on a combined basis since
     the properties were acquired from the same seller.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Properties lease retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Properties are reimbursed for common
     area, real estate, and insurance costs. Revenue related to these reimbursed
     costs is recognized in the period the applicable costs are incurred and
     billed to tenants pursuant to the lease agreements. Certain leases contain
     renewal options at various periods at various rental rates. Certain of the
     leases contain provision for contingent rentals. Recognition of contingent
     rental income is deferred until the target that triggers the contingent
     rental income is achieved. Contingent rent of $122,128 was earned for the
     year ended December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $80,433 for the year ended December 31, 2003.

                                      F-277


                  THE PROPERTIES ACQUIRED FROM DONAHUE SCHRIBER
    Notes to Combined Historical Summary of Gross Income and Direct Operating
                                    Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from one to 30 years, as of December 31, 2003, are as follows:



                               YEAR
                               ----
                                      
                                2004     $   2,532,357
                                2005         2,594,314
                                2006         2,212,058
                                2007         2,018,686
                                2008         1,844,145
                          Thereafter        13,463,957
                                         -------------

                                         $  24,665,517
                                         =============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Properties. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Combined Historical Summary.

                                      F-278


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Gurnee Town Center ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Gurnee Town Center for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-279


                               GURNEE TOWN CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                   FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $          2,335,149    $         2,974,963
  Operating expense and real estate tax recoveries                                       512,624                602,648
                                                                            --------------------    -------------------

           Total gross income                                                          2,847,773              3,577,611
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                     156,716                210,453
  Real estate taxes                                                                      368,762                413,650
  Insurance                                                                               37,150                 45,696
                                                                            --------------------    -------------------

           Total direct operating expenses                                               562,628                669,799
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $          2,285,145    $         2,907,812
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-280


                               GURNEE TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  BUSINESS

     Gurnee Town Center ("the Property") is located in Gurnee, IL. The Property
     consists of approximately 179,840 square feet of gross leasable area and
     was approximately 96% occupied at December 31, 2003. The Property is leased
     to a total of twenty-seven tenants, of which five tenants account for
     approximately 55% of base rental revenue for the year ended December 31,
     2003. On October 28, 2004, Inland Western Retail Real Estate Trust, Inc.
     ("IWRRETI") acquired the Property from an unaffiliated third party.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned during the year ended
     December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $49,806 for the year ended December 31, 2003.

                                      F-281


                               GURNEE TOWN CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from two and a half years to 20 years, in effect at December
     31, 2003, are as follows:



                               YEAR
                               ----
                                      
                                2004     $   3,024,647
                                2005         3,031,410
                                2006         2,347,157
                                2007         2,073,736
                                2008         2,016,451
                          Thereafter        10,205,810
                                         --------------

                                         $  22,699,211
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-282


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Winchester Commons ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of the management of Inland Western Retail Real Estate Trust,
Inc. Our responsibility is to express an opinion on the Historical Summary based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Winchester Commons for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
November 3, 2004

                                      F-283


                               WINCHESTER COMMONS
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                   FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            793,963    $         1,033,025
  Operating expense and real estate tax recoveries                                       279,045                389,938
                                                                            --------------------    -------------------

           Total gross income                                                          1,073,008              1,422,963
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                      85,206                113,004
  Real estate taxes                                                                      204,490                276,156
  Insurance                                                                                7,988                 10,270
                                                                            --------------------    -------------------

           Total direct operating expenses                                               297,684                399,430
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $            775,324    $         1,023,533
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-284


                               WINCHESTER COMMONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  BUSINESS

     Winchester Commons ("the Property") is located in Memphis, Tennessee. The
     Property consists of approximately 93,024 square feet of gross leasable
     area and was 100% occupied at December 31, 2003. The Property is leased to
     16 tenants, of which one tenant accounts for 47% of base rental revenue for
     the year ended December 31, 2003. On November 5, 2004, Inland Western
     Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an
     unaffiliated third party.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments decreased base
     rental income by $5,784 for the year ended December 31, 2003.

                                      F-285


                               WINCHESTER COMMONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from one to 16 years, in effect at December 31, 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $   1,008,019
                                2005           946,941
                                2006           870,713
                                2007           765,269
                                2008           744,965
                          Thereafter         5,197,703
                                         --------------

                                         $   9,533,610
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-286


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Mansfield Towne Crossing ("the
Property") for the period from July 23, 2003 (commencement of operations) to
December 31, 2003. This Historical Summary is the responsibility of management
of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to
express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Mansfield Towne Crossing for the period from July 23, 2003
(commencement of operations) to December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

KPMGLLP


Chicago, Illinois
December 8, 2004

                                      F-287


                            MANSFIELD TOWNE CROSSING
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 23, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)



                                                                                                    FOR THE PERIOD FROM
                                                                                                       JULY 23, 2003
                                                                                   FOR THE            (COMMENCEMENT OF
                                                                             NINE MONTHS ENDED         OPERATIONS) TO
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            -------------------------------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            462,693    $           124,647
  Operating expense and real estate tax recoveries                                       158,753                 59,451
                                                                            -------------------------------------------

           Total gross income                                                            621,446                184,098
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                     108,480                 58,335
  Insurance                                                                                5,521                  2,141
  Real estate taxes                                                                      125,868                 42,595
                                                                            -------------------------------------------

           Total direct operating expenses                                               239,869                103,071
                                                                            -------------------------------------------

           Excess of gross income over direct operating expenses            $            381,577    $            81,027
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-288


                            MANSFIELD TOWNE CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 23, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(1)  BUSINESS

     Mansfield Towne Crossing ("the Property") is located in Mansfield, Texas.
     The Property consists of approximately 111,898 square feet of gross
     leasable area and was approximately 27% occupied at December 31, 2003. The
     Property is leased to 20 tenants of whom six tenants occupied the area in
     2003. One tenant represented approximately 59% of base rental revenue for
     the period from July 23, 2003 (commencement of operations) to December 31,
     2003. On November 3, 2004, Inland Western Retail Real Estate Trust, Inc.
     ("IWRRETI") acquired the Property from an unaffiliated third party.

     Mansfield Towne Crossing was under construction during 2003 and commenced
     operations July 23, 2003.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. No contingent rent was
     earned during the period from July 23, 2003 (commencement of operations) to
     December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $9,080 for the period from July 23, 2003 (commencement of
     operations) to December 31, 2003.

                                      F-289


                            MANSFIELD TOWNE CROSSING
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
        For the period from July 23, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from five years to 15 years, in effect at December 31, 2003,
     are as follows:



                               YEAR
                               ----
                                      
                                2004     $     579,467
                                2005           921,979
                                2006           921,979
                                2007           921,979
                                2008           882,805
                          Thereafter         5,205,573
                                         --------------

                                         $   9,433,782
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-290


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Fox Creek Village ("the Property")
for the period from November 12, 2003 (commencement of operations) to December
31, 2003. This Historical Summary is the responsibility of the management of
Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express
an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Fox Creek Village for period from November 12, 2003 (commencement of
operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-291


                                FOX CREEK VILLAGE
        Historical Summary of Gross Income and Direct Operating Expenses
      For the period from November 12, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)



                                                                                                    FOR THE PERIOD FROM
                                                                                                     NOVEMBER 12, 2003
                                                                            FOR THE NINE MONTHS      (COMMENCEMENT OF
                                                                                   ENDED              OPERATIONS) TO
                                                                            SEPTEMBER 30, 2004       DECEMBER 31, 2003
                                                                            -------------------------------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            849,779    $            97,333
  Operating expense and real estate tax recoveries                                       216,707                 10,994
                                                                            -------------------------------------------

           Total gross income                                                          1,066,486                108,327
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                      94,833                 14,247
  Real estate taxes                                                                      163,170                  3,025
  Insurance                                                                                5,168                     --
                                                                            -------------------------------------------

           Total direct operating expenses                                               263,171                 17,272
                                                                            -------------------------------------------

           Excess of gross income over direct operating expenses            $            803,315    $            91,055
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-292


                                FOX CREEK VILLAGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
      For the period from November 12, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(1)  BUSINESS

     Fox Creek Village ("the Property") is located in Longmont, Colorado. The
     Property consists of approximately 139,730 square feet of gross leasable
     area of which approximately 39,600 represents square footage of gross
     leasable are available for ground leases. The Property was approximately
     66% occupied at December 31, 2003. The Property is leased to two tenants
     that account for 100% of base rental revenue for period from November 12,
     2003 (commencement of operations) to December 31, 2003. On November 22,
     2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired
     the Property from an unaffiliated third party.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. No contingent rent was
     earned during the period from November 12, 2003 (commencement of
     operations) to December 31, 2003.

     The Property has one ground lease that is classified as an operating lease
     with terms extending through November 12, 2018. Total ground lease income
     was $2,717 and is included in base rental income in the accompanying
     Historical Summary for the year ended December 31, 2003.

                                      F-293


                                FOX CREEK VILLAGE
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
      For the period from November 12, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from five to 20 years, in effect at December 31, 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $     988,109
                                2005         1,051,949
                                2006         1,056,498
                                2007         1,061,046
                                2008         1,065,595
                          Thereafter        11,020,462
                                         --------------

                                         $  16,243,659
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary. No insurance expense was recorded for the period from
     November 12, 2003 (commencement of operations) to December 31, 2003 as the
     tenants that occupied the space during this period incurred and paid their
     own insurance.

                                      F-294


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Gateway Pavilions ("the Property")
for the period from February 15, 2003 (commencement of operations) to December
31, 2003. This Historical Summary is the responsibility of management of Inland
Western Retail Real Estate Trust, Inc. Our responsibility is to express an
opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Gateway Pavilions for the period from February 15, 2003 (commencement
of operations) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
December 9, 2004

                                      F-295


                                GATEWAY PAVILIONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
      For the period from February 15, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)



                                                                                                    FOR THE PERIOD FROM
                                                                                                     FEBRUARY 15, 2003
                                                                            FOR THE NINE MONTHS      (COMMENCEMENT OF
                                                                                   ENDED              OPERATIONS) TO
                                                                            SEPTEMBER 30, 2004       DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $          2,317,394    $         1,059,788
  Operating expense and real estate tax recoveries                                       507,792                179,363
                                                                            --------------------    -------------------

            Total gross income                                                         2,825,186              1,239,151
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                     300,936                256,310
  Real estate taxes                                                                      303,496                 38,083
  Insurance                                                                               45,673                 57,784
                                                                            --------------------    -------------------

            Total direct operating expenses                                              650,105                352,177
                                                                            --------------------    -------------------

            Excess of gross income over direct operating expenses           $          2,175,081    $           886,974
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-296


                                GATEWAY PAVILIONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
      For the period from February 15, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

(1)  BUSINESS

     Gateway Pavilions ("the Property") is located in Avondale, Arizona, which
     when completed will consist of approximately 318,410 square feet of gross
     leasable area. The Property consists of approximately 197,512 square feet
     of gross leasable area and was approximately 93% occupied at December 31,
     2003. The Property is leased to 22 tenants of which 5 tenants account for
     approximately 38% of base rental revenue for the period from February 15,
     2003 (commencement of operations) to December 31, 2003. On December 7, 2004
     Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the
     Property from an unaffiliated third party.

     Gateway Pavilions' 197,512 square feet of gross leasable area was under
     construction and completed during 2003. The remaining portion of the
     Property's gross leasable area (representing 104,278 square feet) was under
     construction as of December 31, 2003. Real estate taxes are excluded in the
     Historical Summary related to the portion of the Property under
     construction.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned for the period from
     February 15, 2003 (commencement of operations) to December 31, 2003.

     The Property has one ground lease that is classified as an operating lease
     with a term extending until October 1, 2023. Total ground lease income was
     $19,335 and is included in base rental income in the accompanying
     Historical Summary for the period from February 15, 2003 (commencement of
     operations) to December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $50,513 for the period from February 15, 2003
     (commencement of operations) to December 31, 2003.

                                      F-297


                                GATEWAY PAVILIONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
      For the period from February 15, 2003 (commencement of operations) to
   December 31, 2003 and the nine months ended September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from one to 15 years, in effect at December 31, 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $   2,914,743
                                2005         3,275,666
                                2006         3,292,521
                                2007         3,311,622
                                2008         3,100,049
                          Thereafter        19,399,071
                                         --------------

                                         $  35,293,672
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-298


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Northwoods Center ("the Property")
for the year ended December 31, 2003. This Historical Summary is the
responsibility of management of Inland Western Retail Real Estate Trust, Inc.
Our responsibility is to express an opinion on the Historical Summary based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Northwoods Center for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.

KPMG LLP


Chicago, Illinois
November 26, 2004

                                      F-299


                                NORTHWOODS CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited).



                                                                                   FOR THE                FOR THE
                                                                              NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            -------------------------------------------
                                                                                (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            904,767    $           839,905
  Operating expense and real estate tax recoveries                                       166,042                123,888
                                                                            -------------------------------------------

           Total gross income                                                          1,070,809                963,793
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                      66,253                 73,410
  Real estate taxes                                                                      110,615                 60,745
                                                                            -------------------------------------------

           Total direct operating expenses                                               176,868                134,155
                                                                            -------------------------------------------

           Excess of gross income over direct operating expenses            $            893,941    $           829,638
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-300


                                NORTHWOODS CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)   BUSINESS

     Northwoods Center ("the Property") is located in Wesley Chapel, Florida.
     The Property consists of approximately 95,994 square feet of gross leasable
     area of which approximately 70,647 square feet of gross leasable area was
     available and occupied at December 31, 2003. The Property is leased to 25
     tenants, of which two tenants account for approximately 44% of base rental
     revenue for the year ended December 31, 2003. On December 7, 2004, Inland
     Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property
     from an unaffiliated third party.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. No contingent rent was earned for the year ended
     December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $81,206 for year ended December 31, 2003.

                                      F-301


                                NORTHWOODS CENTER
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

     Minimum rents to be received from tenants under operating leases, which
     terms range from four years to 20 years, as of December 31, 2003, are as
     follows:



                               YEAR
                               ----
                                      
                                2004     $   1,104,172
                                2005         1,405,893
                                2006         1,438,591
                                2007         1,446,935
                                2008         1,388,421
                          Thereafter         5,189,216
                                         --------------

                                         $  11,973,228
                                         ==============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, insurance and professional fees are excluded
     from the Historical Summary.

                                      F-302


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Inland Western Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct
Operating Expenses ("Historical Summary") of Oswego Commons ("the Property") for
the year ended December 31, 2003. This Historical Summary is the responsibility
of the management of Inland Western Retail Real Estate Trust, Inc. Our
responsibility is to express an opinion on the Historical Summary based on our
audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the Historical
Summary is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Historical
Summary. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the Historical Summary. We believe that our audit provides a
reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in the Post-Effective Amendment No. 7 to the Registration Statement on
Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note
2. It is not intended to be a complete presentation of the Property's revenues
and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses described in
note 2 of Oswego Commons for the year ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


KPMG LLP


Chicago, Illinois
December 8, 2004

                                      F-303


                                 OSWEGO COMMONS
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)



                                                                                  FOR THE                 FOR THE
                                                                             NINE MONTHS ENDED           YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)
                                                                                              
Base rental income                                                          $          2,013,952    $         1,943,882
Operating expense and real estate tax recoveries                                         654,718                607,134
                                                                            --------------------    -------------------

          Total gross income                                                           2,668,670              2,551,016
                                                                            --------------------    -------------------

Operating expenses                                                                       350,629                327,556
Real estate taxes                                                                        307,644                269,449
Insurance                                                                                 26,697                 32,613
                                                                            --------------------    -------------------

          Total direct operating expenses                                                684,970                629,618
                                                                            --------------------    -------------------

          Excess of gross income over direct operating expenses             $          1,983,700    $         1,921,398
                                                                            ====================    ===================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-304


                                 OSWEGO COMMONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

(1)  BUSINESS

     Oswego Commons ("the Property") is located in Oswego, Illinois. The
     Property consists of approximately 186,451 square feet of gross leasable
     area and was approximately 97% occupied at December 31, 2003. The Property
     is leased to a total of 18 tenants, of which two tenants account for
     approximately 60% of base rental revenue for the year ended December 31,
     2003. On November 23, 2004, Inland Western Retail Real Estate Trust, Inc.
     ("IWRRETI") acquired the Property from an unaffiliated third-party.

(2)  BASIS OF PRESENTATION

     The Historical Summary of Gross Income and Direct Operating Expenses
     ("Historical Summary") has been prepared for the purpose of complying with
     Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for
     inclusion in the Post-Effective Amendment No. 7 to the Registration
     Statement on Form S-11 of IWRRETI and is not intended to be a complete
     presentation of the Property's revenues and expenses. The Historical
     Summary has been prepared on the accrual basis of accounting and requires
     management of the Property to make estimates and assumptions that affect
     the reported amounts of the revenues and expenses during the reporting
     period. Actual results may differ from those estimates.

     All adjustments necessary for a fair presentation have been made to the
     accompanying unaudited amounts for the nine months ended September 30,
     2004.

(3)  GROSS INCOME

     The Property leases retail space under various lease agreements with its
     tenants. All leases are accounted for as operating leases. The leases
     include provisions under which the Property is reimbursed for common area,
     real estate, and insurance costs. Revenue related to these reimbursed costs
     is recognized in the period the applicable costs are incurred and billed to
     tenants pursuant to the lease agreements. Certain leases contain renewal
     options at various periods at various rental rates. Certain of the leases
     contain provision for contingent rentals. Recognition of contingent rental
     income is deferred until the target that triggers the contingent rental
     income is achieved. There was no contingent rent earned during the year
     ended December 31, 2003.

     Although certain leases may provide for tenant occupancy during periods for
     which no rent is due and/or increases exist in minimum lease payments over
     the term of the lease, rental income accrues for the full period of
     occupancy on a straight-line basis. Related adjustments increased base
     rental income by $112,535 for the year ended December 31, 2003.

                                      F-305


                                 OSWEGO COMMONS
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

Minimum rents to be received from tenants under operating leases, which terms
range from three to 18 years, in effect at December 31, 2003, are as follows:



                               YEAR
                               ----
                                      
                                2004     $   2,526,561
                                2005         2,561,597
                                2006         2,571,681
                                2007         2,558,120
                                2008         2,445,179
                          Thereafter        18,967,101
                                         -------------

                                         $  31,630,239
                                         =============


(4)  DIRECT OPERATING EXPENSES

     Direct operating expenses include only those costs expected to be
     comparable to the proposed future operations of the Property. Repairs and
     maintenance expenses are charged to operations as incurred. Costs such as
     depreciation, amortization, management fees, interest expense related to
     mortgage debt not assumed, and professional fees are excluded from the
     Historical Summary.

                                      F-306


                                LAKE MARY POINTE
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
            and the nine months ended September 30, 2004 (unaudited)



                                                                                  FOR THE                 FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            -------------------------------------------
                                                                                (unaudited)             (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            402,077    $           567,542
  Operating expense and real estate tax recoveries                                        59,071                179,588
                                                                            -------------------------------------------

           Total gross income                                                            461,148                747,130
                                                                            -------------------------------------------

Direct operating expenses:
  Operating expenses                                                                      52,066                 74,065
  Real estate taxes                                                                       75,265                 91,230
  Insurance                                                                               10,560                 12,800
                                                                            -------------------------------------------

           Total direct operating expenses                                               137,891                178,095
                                                                            -------------------------------------------

           Excess of gross income over direct operating expenses            $            323,257    $           569,035
                                                                            ===========================================


See accompanying notes to historical summary of gross income and direct
operating expenses.

                                      F-307


                                LAKE MARY POINTE
        Historical Summary of Gross Income and Direct Operating Expenses
         For the year ended December 31, 2003 and the nine months ended
                         September 30, 2004 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2003 and the nine months ended September 30, 2004,
respectively, has been prepared from the operating statements provided by the
owners of the property during that period and requires management of Lake Mary
Pointe to make estimates and assumptions that affect the amounts of the revenues
and expense during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2003 and the nine
months ended September 30, 2004, respectively.

                                      F-308


                                  PUBLIX CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
       For the period from April 18, 2004 (commencement of operations) to
                         September 30, 2004 (unaudited)



                                                                            FOR THE PERIOD FROM APRIL 18, 2004
                                                                               (COMMENCEMENT OF OPERATIONS)
                                                                                  TO SEPTEMBER 30, 2004
                                                                            ----------------------------------
                                                                                       (unaudited)
                                                                         
Gross income:
  Base rental income                                                        $                          226,058
  Operating expense and real estate tax recoveries                                                      33,458
                                                                            ----------------------------------

           Total gross income                                                                          259,516
                                                                            ----------------------------------

Direct operating expenses:
  Operating expenses                                                                                    65,118
  Real estate taxes                                                                                     64,650
  Insurance                                                                                             25,970
                                                                            ----------------------------------

           Total direct operating expenses                                                             155,738
                                                                            ----------------------------------

           Excess of gross income over direct operating expenses            $                          103,778
                                                                            ==================================


     See accompanying notes to historical summary of gross income and direct
                               operating expenses.

                                      F-309


                                  PUBLIX CENTER
        Historical Summary of Gross Income and Direct Operating Expenses
       For the period from April 18, 2004 (commencement of operations) to
                         September 30, 2004 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from April 18, 2004 (commencement of operations) to September 30, 2004
has been prepared from the operating statements provided by the owners of the
property during that period and requires management of Publix Center to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from April 18, 2004 (commencement
of operations) to September 30, 2004.

                                      F-310


                                   FIVE FORKS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
            and the nine months ended September 30, 2004 (unaudited)



                                                                                  FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)             (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            493,104    $           633,672
  Operating expense and real estate tax recoveries                                        58,221                 70,261
                                                                            --------------------    -------------------

           Total gross income                                                            551,325                703,933
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                      41,158                 53,780
  Real estate taxes                                                                       68,250                 81,900
  Insurance                                                                                7,307                  8,768
                                                                            --------------------    -------------------

           Total direct operating expenses                                               116,715                144,448
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $            434,610    $           559,485
                                                                            ====================    ===================


     See accompanying notes to historical summary of gross income and direct
                               operating expenses.

                                      F-311


                                   FIVE FORKS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
            and the nine months ended September 30, 2004 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2003 and the nine months ended September 30, 2004,
respectively, has been prepared from the operating statements provided by the
owners of the property during that period and requires management of Five Forks
to make estimates and assumptions that affect the amounts of the revenues and
expense during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2003 and the nine
months ended September 30, 2004, respectively.

                                      F-312


                                 GATEWAY STATION
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from June 21, 2004 (commencement of operations) to
                         September 30, 2004 (unaudited)



                                                                            FOR THE PERIOD FROM JUNE 21, 2004
                                                                               (COMMENCEMENT OF OPERATIONS)
                                                                                  TO SEPTEMBER 30, 2004
                                                                            ---------------------------------
                                                                                       (unaudited)
                                                                         
Gross income:
  Base rental income                                                        $                          72,431
  Operating expense and real estate tax recoveries                                                     16,167
                                                                            ---------------------------------

           Total gross income                                                                          88,598
                                                                            ---------------------------------

Direct operating expenses:
  Operating expenses                                                                                    5,665
  Real estate taxes                                                                                    62,000
  Insurance                                                                                             3,376
                                                                            ---------------------------------

           Total direct operating expenses                                                             71,041
                                                                            ---------------------------------

           Excess of gross income over direct operating expenses            $                          17,557
                                                                             ================================


     See accompanying notes to historical summary of gross income and direct
                               operating expenses.

                                      F-313


                                 GATEWAY STATION
        Historical Summary of Gross Income and Direct Operating Expenses
        For the period from June 21, 2004 (commencement of operations) to
                         September 30, 2004 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
period from June 21, 2004 (commencement of operations) to September 30, 2004 has
been prepared from the operating statements provided by the owners of the
property during that period and requires management of Gateway Station to make
estimates and assumptions that affect the amounts of the revenues and expense
during that period. Actual results may differ from those estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the period from June 21, 2004 (commencement
of operations) to September 30, 2004.

                                      F-314


                             SHOPS AT FOREST COMMONS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
            and the nine months ended September 30, 2004 (unaudited)



                                                                                  FOR THE                FOR THE
                                                                             NINE MONTHS ENDED          YEAR ENDED
                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                            --------------------    -------------------
                                                                                (unaudited)             (unaudited)
                                                                                              
Gross income:
  Base rental income                                                        $            386,076    $           405,451
  Operating expense and real estate tax recoveries                                       124,949                103,538
                                                                            --------------------    -------------------

           Total gross income                                                            511,025                508,989
                                                                            --------------------    -------------------

Direct operating expenses:
  Operating expenses                                                                      76,399                 67,720
  Real estate taxes                                                                       76,670                 68,614
  Insurance                                                                                3,562                 10,672
                                                                            --------------------    -------------------

           Total direct operating expenses                                               156,631                147,006
                                                                            --------------------    -------------------

           Excess of gross income over direct operating expenses            $            354,394    $           361,983
                                                                            ====================    ===================


     See accompanying notes to historical summary of gross income and direct
                               operating expenses.

                                      F-315


                             SHOPS AT FOREST COMMONS
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2003
            and the nine months ended September 30, 2004 (unaudited)

1. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses for the
year ended December 31, 2003 and the nine months ended September 30, 2004,
respectively, has been prepared from the operating statements provided by the
owners of the property during that period and requires management of Shops at
Forest Commons to make estimates and assumptions that affect the amounts of the
revenues and expense during that period. Actual results may differ from those
estimates.

All adjustments necessary for a fair presentation have been made to the
accompanying unaudited amounts for the year ended December 31, 2003 and the nine
months ended September 30, 2004, respectively.

                                      F-316



                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors
     Inland Western Retail Real Estate Trust, Inc.


     We have audited the accompanying Historical Summary of Gross Income and
     Direct Operating Expenses ("Historical Summary") of Southlake Town Square
     ("the Property") for the year ended December 31, 2003. This Historical
     Summary is the responsibility of the management of Inland Western Retail
     Real Estate Trust, Inc. Our responsibility is to express an opinion on the
     Historical Summary based on our audit.

     We conducted our audit in accordance with auditing standards generally
     accepted in the United States of America. Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     Historical Summary is free of material misstatement. An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the Historical Summary. An audit also includes assessing the accounting
     principles used and significant estimates made by management, as well as
     evaluating the overall presentation of the Historical Summary. We believe
     that our audit provides a reasonable basis for our opinion.

     The accompanying Historical Summary was prepared for the purpose of
     complying with the rules and regulations of the Securities and Exchange
     Commission and for inclusion in the Pre-Effective Amendment No. 2 to the
     Registration Statement on Form S-11 of Inland Western Retail Real Estate
     Trust, Inc., as described in note 2. It is not intended to be a complete
     presentation of the Property's revenues and expenses.

     In our opinion, the Historical Summary referred to above presents fairly,
     in all material respects, the gross income and direct operating expenses
     described in note 2 of Southlake Town Square for the year ended December
     31, 2003, in conformity with accounting principles generally accepted in
     the United States of America.



     KPMG LLP






     Chicago, Illinois
     December 7, 2004

                                     F-317



                              SOUTHLAKE TOWN SQUARE
        Historical Summary of Gross Income and Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)



                                                            FOR THE NINE MONTHS           FOR THE YEAR
                                                                   ENDED                     ENDED
                                                             SEPTEMBER 30, 2004        DECEMBER 31, 2003
                                                          -----------------------     -------------------
                                                                (unaudited)
                                                                                          
Gross income:
  Base rental income                                      $      7,384,989                $   9,017,634
  Operating expense and real estate tax recoveries               2,351,712                    2,812,230
                                                          -----------------               --------------

      Total gross income                                         9,736,701                   11,829,864
                                                          -----------------               --------------

Direct operating expenses:
  Operating expenses                                             1,071,140                    1,483,675
  Real estate taxes                                              1,619,671                    1,946,159
  Insurance                                                         75,909                      100,029
                                                          -----------------               --------------

      Total direct operating expenses                            2,766,720                    3,529,863
                                                          -----------------               --------------

      Excess of gross income over direct operating 
         expenses                                         $       6,969,981               $    8,300,001
                                                          =================               ==============



          See accompanying notes to historical summary of gross income
                         and direct operating expense.

                                     F-318


                              SOUTHLAKE TOWN SQUARE
   Notes to Historical Summary of Gross Income and Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)

(1)     BUSINESS

        Southlake Town Square ("the Property") is located in Southlake, Texas.
        The Property consists of approximately 471,000 square feet of gross
        leasable area and was approximately 98% occupied at December 31, 2003.
        As of December 31, 2003 the Property is leased to 139 tenants. Inland
        Western Retail Real Estate Trust, Inc. ("IWRRETI") is expected to close
        on the acquisition of the Property from an unaffiliated third party on
        December 22, 2004.

 (2)    BASIS OF PRESENTATION

        The Historical Summary of Gross Income and Direct Operating Expenses
        ("Historical Summary") has been prepared for the purpose of complying
        with Rule 3-14 of the Securities and Exchange Commission Regulation S-X
        and for inclusion in the Pre-Effective Amendment No. 2 to the
        Registration Statement on Form S-11 of IWRRETI and is not intended to be
        a complete presentation of the Property's revenues and expenses. The
        Historical Summary has been prepared on the accrual basis of accounting
        and requires management of the Property to make estimates and
        assumptions that affect the reported amounts of the revenues and
        expenses during the reporting period. Actual results may differ from
        those estimates.

        All adjustments necessary for a fair presentation have been made to the
        accompanying unaudited amounts for the nine months ended September 30,
        2004.

 (3)    GROSS INCOME

        The Property leases retail space under various lease agreements with its
        tenants. All leases are accounted for as operating leases. The leases
        include provisions under which the Property is reimbursed for common
        area, real estate, and insurance costs. Revenue related to these
        reimbursed costs is recognized in the period the applicable costs are
        incurred and billed to tenants pursuant to the lease agreements. Certain
        leases contain renewal options at various periods at various rental
        rates. Certain of the leases contain provision for contingent rentals. 
        Recognition of contingent rental income is deferred until the target 
        that triggers the contingent rental income is acheived. No contingent 
        rent was earned during the year ended December 31, 2003.

        Although certain leases may provide for tenant occupancy during periods
        for which no rent is due and/or increases exist in minimum lease
        payments over the term of the lease, rental income accrues for the full
        period of occupancy on a straight-line basis. Related adjustments
        increased base rental income by $343,431 for the year ended December 31,
        2003.

                                     F-319



                              SOUTHLAKE TOWN SQUARE
   Notes to Historical Summary of Gross Income and Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)


        Minimum rents to be received from tenants under operating leases, which
        terms range from one to 20 years, in effect as of December 31, 2003, are
        as follows:



                             Year
                      ------------------  -----------------
                                       
                             2004         $      9,649,153
                             2005                9,887,579
                             2006                9,186,648
                             2007                8,394,728
                             2008                7,599,776
                          Thereafter            15,943,145
                                          -----------------

                                          $     60,661,029
                                          =================


(4)     DIRECT OPERATING EXPENSES

        Direct operating expenses include only those costs expected to be
        comparable to the proposed future operations of the Property. Repairs
        and maintenance expenses are charged to operations as incurred. Costs
        such as depreciation, amortization, management fees, interest expense
        related to mortgage debt not assumed, and professional fees are excluded
        from the Historical Summary.


                                     F-320



                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors
     Inland Western Retail Real Estate Trust, Inc.


     We have audited the accompanying Combined Historical Summary of Gross
     Income and Direct Operating Expenses ("Combined Historical Summary") of the
     Properties Acquired from Eastern Retail Holdings, L.P. for the year ended
     December 31, 2003. This Combined Historical Summary is the responsibility
     of management of Inland Western Retail Real Estate Trust, Inc. Our
     responsibility is to express an opinion on the Combined Historical Summary
     based on our audit.

     We conducted our audit in accordance with auditing standards generally
     accepted in the United States of America. Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     Combined Historical Summary is free of material misstatement. An audit
     includes examining, on a test basis, evidence supporting the amounts and
     disclosures in the Combined Historical Summary. An audit also includes
     assessing the accounting principles used and significant estimates made by
     management, as well as evaluating the overall presentation of the Combined
     Historical Summary. We believe that our audit provides a reasonable basis
     for our opinion.

     The accompanying Combined Historical Summary was prepared for the purpose
     of complying with the rules and regulations of the Securities and Exchange
     Commission and for inclusion in the Pre-Effective Amendment No. 2 to the
     Registration Statement on Form S-11 of Inland Western Retail Real Estate
     Trust, Inc., as described in note 2. It is not intended to be a complete
     presentation of the Properties' revenues and expenses.

     In our opinion, the Combined Historical Summary referred to above presents
     fairly, in all material respects, the gross income and direct operating
     expenses described in note 2 of the Properties Acquired from Eastern Retail
     Holdings, L.P. for the year ended December 31, 2003, in conformity with
     accounting principles generally accepted in the United States of America.



     KPMG LLP






     Chicago, Illinois
     December 3, 2004


                                     F-321



           THE PROPERTIES ACQUIRED FROM EASTERN RETAIL HOLDINGS, L.P.
    Combined Historical Summary of Gross Income and Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)



                                                                FOR THE NINE MONTHS         FOR THE YEAR
                                                                       ENDED                   ENDED
                                                                 SEPTEMBER 30, 2004       DECEMBER 31, 2003
                                                               ---------------------     -------------------
                                                                    (unaudited)
                                                                                   
Gross income:
  Base rental income                                              $  1,234,825             $    1,528,186
  Operating expense and real estate tax recoveries                     195,977                    282,757
                                                                  -------------            ---------------

      Total gross income                                             1,430,802                  1,810,943
                                                                  -------------            ---------------

Direct operating expenses:
  Operating expenses                                                    73,719                    140,974
  Real estate taxes                                                    120,266                    157,811
  Insurance                                                             23,768                     33,624
                                                                  -------------            ---------------

      Total direct operating expenses                                  217,753                    332,409
                                                                  -------------            ---------------

      Excess of gross income over direct operating expenses       $  1,213,049             $    1,478,534
                                                                  =============            ===============


       See accompanying notes to combined historical summary of gross income
                         and direct operating expense.

                                     F-322



           THE PROPERTIES ACQUIRED FROM EASTERN RETAIL HOLDINGS, L.P.
            Notes to Combined Historical Summary of Gross Income and
                           Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)

(1)     BUSINESS

        The Properties acquired from Eastern Retail Holdings, LP ("the
        Properties") consist of the following:



                       GROSS LEASABLE                          OCCUPANCY AT DECEMBER 31,
     NAME                   AREA             LOCATION                   2003
     ----              --------------        --------         -------------------------
                                                     
Irmo Station              99,619       Irmo, South Carolina              98%
Evans Towne Centre        75,695       Evans, Georgia                    95%


        The Properties are leased to a total of 35 tenants, of which eight
        tenants account for approximately 74% of base rental revenue for the
        year ended December 31, 2003. Inland Western Retail Real Estate 
        Trust, Inc. ("IWRRETI") is expected to close on the acquisition of the
        Property from an unaffiliated third party on December 23, 2004.

 (2)    BASIS OF PRESENTATION

        The Combined Historical Summary of Gross Income and Direct Operating
        Expenses ("Combined Historical Summary") has been prepared for the
        purpose of complying with Rule 3-14 of the Securities and Exchange
        Commission Regulation S-X and for inclusion in the Pre-Effective
        Amendment No. 2 to the Registration Statement on Form S-11 of IWRRETI
        and is not intended to be a complete presentation of the Properties'
        revenues and expenses. The Combined Historical Summary has been prepared
        on the accrual basis of accounting and requires management of the
        Properties to make estimates and assumptions that affect the reported
        amounts of the revenues and expenses during the reporting period. Actual
        results may differ from those estimates. The Combined Historical 
        Summary is presented on a combined basis since the properties were 
        acquired from the same seller.

        All adjustments necessary for a fair presentation have been made to the
        accompanying unaudited amounts for the nine months ended September 30,
        2004.

 (3)    GROSS INCOME

        The Properties lease retail space under various lease agreements with
        its tenants. All leases are accounted for as operating leases. The
        leases include provisions under which the Properties are reimbursed for
        common area, real estate, and insurance costs. Revenue related to these
        reimbursed costs is recognized in the period the applicable costs are
        incurred and billed to tenants pursuant to the lease agreements. Certain
        leases contain renewal options at various periods at various rental
        rates. Certain of the leases contain provision for contingent rentals.
        Recognition of contingent rental income is deferred until the target
        that triggers the contingent rental income is achieved. No contingent
        rent was earned during the year ended December 31, 2003.

        Although certain leases may provide for tenant occupancy during periods
        for which no rent is due and/or increases exist in minimum lease
        payments over the term of the lease, rental income accrues for the full
        period of occupancy on a straight-line basis. Related adjustments
        decreased base rental income by $24,923 for the year ended December 31,
        2003.

                                     F-323



           THE PROPERTIES ACQUIRED FROM EASTERN RETAIL HOLDINGS, L.P.
            Notes to Combined Historical Summary of Gross Income and
                           Direct Operating Expenses
                    For the year ended December 31, 2003 and
              the nine months ended September 30, 2004 (unaudited)

        Minimum rents to be received from tenants under operating leases, which
        terms range from one to 20 years, in effect at December 31, 2003, are as
        follows:



                             Year
                      -------------------  -------------------
                                            
                             2004              $  1,547,749
                             2005                 1,390,016
                             2006                 1,195,315
                             2007                 1,077,948
                             2008                   991,186
                          Thereafter              8,514,187
                                               -------------

                                               $ 14,716,401
                                               =============


(4)     DIRECT OPERATING EXPENSES

        Direct operating expenses include only those costs expected to be
        comparable to the proposed future operations of the Properties. Repairs
        and maintenance expenses are charged to operations as incurred. Costs
        such as depreciation, amortization, management fees, interest expense
        related to mortgage debt not assumed, and professional fees are excluded
        from the Combined Historical Summary.

                                     F-324


                                   APPENDIX A
                            PRIOR PERFORMANCE TABLES

          The following prior performance tables contain information concerning
real estate programs sponsored by affiliates of our business manager/advisor
which have investment objectives similar to ours. This information has been
summarized in narrative form under "Prior Performance of Our Affiliates" in the
prospectus. The tables provide information on the performance of a number of
programs. You can use the information to evaluate the experience of our business
manager/advisor's affiliates as sponsors of the programs. The inclusion of these
tables does not imply that we will make investments comparable to those
reflected in the tables or that investors in our shares will experience returns
comparable to those experienced in the programs referred to in these tables. If
you purchase our shares, you will not acquire any ownership in any of the
programs to which these tables relate. The tables consist of:


                      
        Table I          Experience in Raising and Investing Funds

        Table II         Compensation to IREIC and Affiliates

        Table III        Operating Results of Prior Programs

        Table IV         Results of Completed Programs

        Table V          Sales or Disposals of Properties

        Table VI         Acquisition of Properties by Programs*


     Upon written request, any potential investor may obtain, without charge,
the most recent annual report on Form 10-K filed with the SEC by any public
program sponsored by any of the Inland's affiliated companies which has reported
to the SEC within the last 24 months. For a reasonable fee, the affiliated
companies will provide copies of any exhibits to such annual reports upon
request.

     Our investment objectives are to: (i) provide regular distributions to
stockholders in amounts which may exceed our taxable income due to the non-cash
nature of depreciation expense and, to such extent, will constitute a tax-
deferred return of capital, but in no event less than 90% of our taxable income,
pursuant to the REIT requirements; (ii) provide a hedge against inflation by
entering into leases which contain clauses for scheduled rent escalations or
participation in the growth of tenant sales, permitting us to increase
distributions and provide capital appreciation; and (iii) preserve stockholders'
capital.

     The following programs have investment objectives similar to ours and are
included in the tables. Inland Retail Real Estate Trust, Inc. or IRRETI and
Inland Real Estate Corporation or IREC are two REITs formed primarily to invest
in multi-tenant shopping centers, Inland's Monthly Income Fund, L.P. and Inland
Monthly Income Fund II, L.P. are public real estate limited partnerships formed
primarily to acquire, operate and sell existing residential and commercial real
properties. Inland Mortgage Investors Fund, L.P., Inland Mortgage Investors
Fund-II, L.P. and Inland Mortgage Investors Fund III, L.P. were public real
estate limited partnerships formed primarily to make or acquire loans secured by
mortgages on improved, income producing multifamily residential properties.


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-1


                                     TABLE I

                    EXPERIENCE IN RAISING AND INVESTING FUNDS

                                 (000's omitted)

     Table I is intended to present information on a dollar and percentage basis
showing the experience of Inland Real Estate Investment Corporation ("IREIC"),
of which the business manager/advisor is a wholly owned subsidiary, in raising
and investing funds in prior programs where the offering closed in the three
years prior to December 31, 2003. The table is intended to focus on the dollar
amount available for investment in properties expressed as a percentage of total
dollars raised. Inland Retail Real Estate Trust, Inc. is the only program that
closed in the three years ended December 31, 2003.



                                                                       Inland Retail
                                                                        Real Estate
                                                                        Trust, Inc.
                                                                     ------------------
                                                                         1 Program
                                                                     ------------------
                                                                                         
Dollar amount offered (A)                                            $        2,500,000
Dollar amount raised (B)                                                      2,223,010        100.00%
Less offering expenses:
  Syndication fees (C)                                                          194,194          8.74
  Other fees (D)                                                                 20,861           .94
  Organizational fees                                                                 -             -
Reserves (E)                                                                     22,230          1.00
                                                                     ---------------------------------

Available for investment                                             $        1,985,725         89.32%
                                                                     =================================

Acquisition costs:
  Cash down payments                                                 $        1,340,382
  Repayment of indebtedness                                                     543,206
  Investment in securities                                                        8,052
                                                                     ------------------
    Total acquisition costs                                          $        1,891,640
                                                                     ==================

Percent leverage                                                                                   53%
Date offerings commenced                                                                             (F)
Length of offering                                                                                   (F)
Months to invest 90% of amount available for investment
(measured from beginning of offering)                                                                (F)



     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-2


                               TABLE I-(Continued)

                  EXPERIENCE IN RAISING AND INVESTING FUNDS (A)

                                NOTES TO TABLE I

(A)  This amount does not reflect shares offered for distribution to
     stockholders participating in Inland Retail Real Estate Trust Inc.'s
     distribution reinvestment program.

(B)  These figures are cumulative and are as of December 31, 2003. The dollar
     amount raised represents the cash proceeds collected by the program,
     including shares sold pursuant to our distribution reinvestment program and
     net of shares repurchased pursuant to our share repurchase program.

(C)  Syndication fees are paid by the program to an affiliate, Inland Securities
     Corporation, or unaffiliated third parties commissions for the sale of
     shares. All of these syndication fees were used to pay commissions and
     expenses of the offerings.

(D)  Other fees are paid by the program to unaffiliated parties and consist
     principally of printing, selling and registration costs related to the
     offering.

(E)  Generally, a working capital reserve is established to fund property
     upgrades and future cash flow deficits, if any, among other things.

(F)  On February 11, 1999, the program commenced an initial public offering, on
     a best effort basis, of 50,000,000 shares of common stock at $10.00 per
     share. On February 1, 2001, the program commenced an offering of an
     additional 50,000,000 shares at $10.00 per share, on a best efforts basis.
     On June 7, 2002, the program commenced an offering of an additional
     150,000,000 shares at $10.00 per share, on a best efforts basis. As of
     December 31, 2003, substantially all proceeds available for investment from
     the offerings were invested in real properties.


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-3


                                    TABLE II

                    COMPENSATION TO IREIC AND AFFILIATES (A)
                                 (000's omitted)

     Table II summarizes the amount and type of compensation paid to Inland Real
Estate Investment Corporation and its affiliates during the three years ended
December 31, 2003 in connection with the prior programs.

     Some partnerships acquired their properties from affiliates of our business
manager/advisor which had purchased such properties from unaffiliated third
parties.



                                                                                               Inland's           Inland
                                                          Inland Retail       Inland Real      Monthly           Monthly
                                                           Real Estate          Estate          Income            Income
                                                           Trust, Inc.        Corporation     Fund, L.P.      Fund II, L. P.
                                                         -------------------------------------------------------------------
                                                                                                        
Date offering commenced                                        02/11/99          10/14/94       08/03/87            08/04/88
Dollar amount raised                                     $    2,223,010           686,602         30,000              25,324
                                                         ===================================================================

Total amounts paid to general partner or affiliates
from proceeds of offerings:
  Selling commissions and underwriting fees                     194,194(C)         49,869(C)         273(B)              423(B)
  Other offering expenses (D)                                     2,762             2,350            116                 230
  Acquisition cost and expense                                    1,725               925          2,550(E)            1,706(E)
                                                         ===================================================================

Dollar amount of cash available from operations
before deducting payments to general partner or
affiliates (F)                                                  264,442           217,142          4,522               3,505
                                                         ===================================================================

Amounts paid to general partner or affiliates
  related to operations: (J)
  Property management fees (G)                                   19,526                 0             52                  49
  Advisor asset management fee                                   20,824                 0              0                   0
  Accounting services                                                 0                 0             52                  49
  Data processing service                                             0                 0             25                  24
  Legal services                                                      0                 0             15                  10
  Professional services                                             162                 0              0                   0
  Mortgage servicing fees                                           495                 0              0                   0
  Acquisition costs expensed                                        309                 0              0                   0
  Other administrative services                                   3,303                 0             69                  51

Dollar amount of property sales and refinancings
before payments to general partner and affiliates (H):
  Cash                                                                0            22,978             34                   0
  Notes                                                               0                 0              0                   0

Dollar amounts paid or payable to general partner
or affiliates from sales and refinancings (I):
  Sales commissions                                                   0                 0              0                   0
  Participation in cash distributions                                 0                 0              0                   0



     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-4


                                    TABLE II

                    COMPENSATION TO IREIC AND AFFILIATES (A)

                                NOTES TO TABLE II

(A)  The figures in this Table II relating to proceeds of the offerings are
     cumulative and are as of December 31, 2003 and the figures relating to cash
     available from operations are for the three years ending December 31, 2003.
     The dollar amount raised represents the cash proceeds collected by the
     partnerships or program. Amounts paid or payable to IREIC or affiliates
     from proceeds of the offerings represent payments made or to be made to
     IREIC and affiliates from investor capital contributions.

(B)  The selling commissions paid to an affiliate is net of amounts which were
     in turn paid to third party soliciting dealers.

(C)  The selling commissions paid to an affiliate includes amounts which were in
     turn paid to third party soliciting dealers.

(D)  Consists of legal, accounting, printing and other offering expenses,
     including amounts to be paid to Inland Securities Corporation to be used as
     incentive compensation to its regional marketing representatives and
     amounts for reimbursement of the general partner for marketing, salaries
     and direct expenses of its employees while directly engaged in registering
     and marketing the Units and other marketing and organization expenses.

(E)  Represents acquisition fees paid to IREIC and its affiliates in connection
     with the acquisition of properties.

(F)  See Note (B) to Table III.

(G)  An affiliate provides property management services for all properties
     acquired by the partnerships or program. Management fees have not exceeded
     4.5% of the gross receipts from the properties managed.

(H)  See Table V and Notes thereto regarding sales and disposals of properties.

(I)  Real estate sales commissions and participations in cash distributions are
     paid or payable to IREIC and/or its affiliates in connection with the sales
     of properties in the public partnership programs. Payments of all amounts
     shown are subordinated to the receipt by the limited partners of their
     original capital investment. See Table V and Notes thereto.

(J)  On July 1, 2000, IREC completed the acquisition of Inland Real Estate
     Advisory Services, Inc., the former advisor, and Inland Commercial Property
     Management, Inc., the former property manager (the "Merger"). Each of these
     entities was merged into subsidiaries that are wholly owned by IREC. As a
     result of the merger, IREC is now "self-administered." IREC no longer pays
     advisory or property management fees or other expenses to affiliates but
     instead has hired an internal staff to perform these tasks.


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-5


                                    TABLE III

                       OPERATING RESULTS OF PRIOR PROGRAMS

          Table III presents operating results for programs, the offerings of
which closed during each of the five years ended December 31, 2003. The
operating results consist of:

          -    The components of taxable income (loss);
          -    Taxable income or loss from operations and property sales;
          -    Cash available and source, before and after cash distributions to
               investors; and
          -    Tax and distribution data per $1,000 invested.

          Based on the following termination dates of the offerings, only IRRETI
is included in Table III.

          -    Inland's Monthly Income Fund, L.P. - offering terminated in 1988
          -    Inland Monthly Income Fund II, L.P. - offering terminated in 1990
          -    Inland Mortgage Investors Fund, L.P. - offering terminated in
               1987
          -    Inland Mortgage Investors Fund - II, L.P. - offering terminated
               in 1988
          -    Inland Mortgage Investors Fund III, L.P. - offering terminated in
               1991
          -    Inland Real Estate Corporation - offering terminated in 1998

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-6


                                    TABLE III

                       OPERATING RESULTS OF PRIOR PROGRAMS
        (000'S OMITTED, EXCEPT FOR AMOUNTS PRESENTED PER $1,000 INVESTED)

                      INLAND RETAIL REAL ESTATE TRUST INC.



                                                  2003           2002            2001          2000           1999
                                              ------------------------------------------------------------------------
                                                                                                  
Gross revenues                                $    317,828        116,011         37,755         22,124          6,030
Profit on sale of properties                             0              0              0              0              0

Less:
  Operating expenses                                78,568         27,614         10,178          6,279          1,872
  Interest expense                                  62,349         23,508          9,712          8,127          2,368
  Program expenses                                  22,069          7,998          1,219            905            369
  Depreciation & amortization                       85,006         29,395          8,653          4,752          1,253
                                              ------------------------------------------------------------------------

Net income (loss)-GAAP basis                  $     69,836         27,496          7,993          2,061            168
                                              ========================================================================

Taxable income (loss) (A):                               0              0              0              0              0
                                              ========================================================================

Cash available (deficiency) from
  operations (B)                                   147,403         55,250         17,170          5,366          2,538
Cash available from sales (C)                          828              0              0              0              0
                                              ------------------------------------------------------------------------
Total cash available before distributions
and special items                                  148,231         55,250         17,170          5,366          2,538

Less distributions to investors:
  From operations                                  152,888         52,156         15,963          6,099          1,065
  From sales and refinancings                            0              0              0              0              0
                                              ------------------------------------------------------------------------

Cash available after distributions before
special items                                       (4,657)         3,094          1,207           (733)         1,473

Special items:                                           0              0              0              0              0
                                              ------------------------------------------------------------------------
Cash available after distributions and
special items                                 $     (4,657)         3,094          1,207           (733)         1,473
                                              ========================================================================

Tax data per $1,000 invested (A):                        0              0              0              0              0

Distribution data per $1,000 invested:

Cash distributions to investors:
  Source (on GAAP basis):
    Investment income                                  .83            .83            .81            .77            .72
  Source (on cash basis):
    Sales                                                0              0              0              0              0
    Operations (D)                                     .83            .83            .81            .77            .72

Percent of properties remaining unsold                 100%
                                              ============


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-7


                             TABLE III--(CONTINUED)

                       OPERATING RESULTS OF PRIOR PROGRAMS

                               NOTES TO TABLE III

(A)  IRRETI qualified as real estate investment trusts ("REITs") under the
     Internal Revenue Code for federal income tax purposes. Since it qualified
     for taxation as a REIT, it generally will not be subject to federal income
     tax to the extent it distributes its REIT taxable income to its
     stockholders. If IRRETI fails to qualify as a REIT in any taxable year, it
     will be subject to federal income tax on its taxable income at regular
     corporate tax rates. However, even if the program qualifies for taxation as
     a REIT, it may be subject to certain state and local taxes on its income
     and property and federal income and excise taxes on its undistributed
     income.

(B)  "Cash Available (Deficiency) from Operations," represents all cash revenues
     and funds received by the programs, including but not limited to operating
     income less operating expenses, and interest income. These amounts do not
     include payments made by the programs from offering proceeds nor do they
     include proceeds from sales or refinancings. These amounts also exclude
     advances from or repayments to IREIC and affiliates which are disclosed
     elsewhere in the table and include principal payments on long-term debt.
     For example:

                      Inland Retail Real Estate Trust Inc.

                                 (000's omitted)



                                                       2003          2002          2001          2000          1999
                                                    ------------------------------------------------------------------
                                                                                                  
Net cash provided by operating activities per the
 Form 10-K annual report                            $  149,081        55,594        17,427         5,604         2,648
Principal payments on long-term debt                    (1,678)         (344)         (257)         (238)         (110)
                                                    ------------------------------------------------------------------
                                                    $  147,403        55,250        17,170         5,366         2,538
                                                    ==================================================================


(C)  See Table V and Notes thereto regarding sales and disposals of properties.

(D)  Distributions by a REIT to the extent of its current and accumulated
     earnings and profits for federal income tax purposes are taxable to
     stockholders as ordinary income. Distributions in excess of these earnings
     and profits generally are treated as a non-taxable reduction of the
     stockholder's basis in the shares to the extent thereof, and thereafter as
     taxable gain (a return of capital). These distributions in excess of
     earnings and profits will have the effect of deferring taxation of the
     amount of the distribution until the sale of the stockholder's shares.

                      Inland Retail Real Estate Trust, Inc.



                                                       2003          2002          2001          2000          1999
                                                    ------------------------------------------------------------------
                                                                                                 
% of Distribution representing:
  Ordinary income                                        60.85         62.65         60.49         54.55         22.23
  Return of Capital                                      39.15         37.35         39.51         45.45         77.77
                                                    ------------------------------------------------------------------

                                                        100.00        100.00        100.00        100.00        100.00
                                                    ==================================================================


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-8


                                    TABLE IV

                          RESULTS OF COMPLETED PROGRAMS

        (000'S OMITTED, EXCEPT FOR AMOUNTS PRESENTED PER $1,000 INVESTED)

          Table IV is a summary of operating and disposition results of prior
programs sponsored by affiliates of our business manager/advisor, which during
the five years ended prior to December 31, 2003 have sold their properties and
either hold notes with respect to such sales or have liquidated. One program
with investment objectives similar to ours disposed of all of its properties
during the five years ended prior to December 31, 2003.



                                                                      Inland Mortgage
               Program Name                                         Investors Fund, L.P.
               -------------------------------------------------------------------------
                                                                               
               Dollar amount raised                                               10,065
               Number of properties/loans purchased                                   15
               Date of closing of offering                                         02/87
               Date of first sale of property                                      12/88
               Date of final sale of property                                      03/99

               Tax and distribution data per $1,000 invested (A):
                 Federal income tax results:
                   Ordinary income (loss):
                     Operations                                                      547
                     Recapture                                                         0

                   Capital Gain                                                       30

                   Deferred Gain:
                     Capital                                                           0
                     Ordinary                                                          0

                   Cash distributions to investors (cash basis):

                   Source (on GAAP basis)
                     Investment income                                               624
                     Return of capital                                               745

                   Source (on cash basis)
                     Sales                                                           745
                     Operations                                                      624


(A)  Data per $1,000 invested is presented as of December 31, 2003. See Table V
     and Notes thereto regarding sales and disposals of properties.

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                       A-9


                                     TABLE V

                        SALES OR DISPOSALS OF PROPERTIES

          Table V presents information on the results of the sale or disposals
of properties in programs with investment objectives similar to ours during the
three years ended December 31, 2003. Since January 1, 2001, programs sponsored
by affiliates of our business manager/advisor had seven sales transactions. The
table provides certain information to evaluate property performance over the
holding period such as:

     -    Sales proceeds received by the partnerships in the form of cash down
          payments at the time of sale after expenses of sale and secured notes
          received at sale;

     -    Cash invested in properties;

     -    Cash flow (deficiency) generated by the property;

     -    Taxable gain (ordinary and total); and

     -    Terms of notes received at sale.

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-10


                               TABLE V (CONTINUED)

                      SALES OR DISPOSALS OF PROPERTIES (A)
                                 (000'S OMITTED)



                                                      Cash        Selling                             Adjust.
                                                    Received,   Commissions              Secured     Resulting
                                                     net of       Paid or     Mortgage    Notes        from         Net
                                Date      Date of    Closing    Payable to    at Time    Received   Application   Selling
                              Acquired     Sale      Costs(B)     Inland      of Sale    at Sale      of GAAP      Price
-------------------------------------------------------------------------------------------------------------------------
                                                                                            
IREC - Lincoln Park Place     01/24/97   04/17/01       1,314             0      1,050          0             0     2,364
IREC - Antioch Plaza          12/95      03/28/02         943             0        875          0             0     1,818
IREC - Shorecrest Plaza       07/97      06/12/02       3,107             0      2,978          0             0     6,085
IREC - Popeye's               06/97      04/08/03         343             0          0          0             0       343
IREC - Summit of Park Ridge   12/96      12/24/03       3,578             0      1,600          0             0     5,178
IREC - Eagle Country Market   11/97      12/24/03       5,182             0      1,450          0             0     6,632
IREC - Eagle Ridge Center     04/99      12/30/03       3,185             0      3,000          0             0     6,185


                                          Partnership
                               Original     Capital
                               Mortgage    Invested
                              Financing       (C)       Total
-------------------------------------------------------------
                                               
IREC - Lincoln Park Place             0         1,897   1,897
IREC - Antioch Plaza                875           753   1,628
IREC - Shorecrest Plaza           2,978         2,947   5,925
IREC - Popeye's                       0           346     346
IREC - Summit of Park Ridge           0         5,181   5,181
IREC - Eagle Country Market           0         6,635   6,635
IREC - Eagle Ridge Center             0         6,187   6,187



                                            Excess (deficiency)      Amount of
                                           of property operating     subsidies
                                             cash receipts over     included in     Total Taxable
                                             cash expenditures     operating cash    Gain (loss)    Ordinary Income     Capital
                                                    (D)               receipts        from Sale        from Sale      Gain (loss)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
IREC - Lincoln Park Place                                    218                0            467                  0           467
IREC - Antioch Plaza                                         130                0              0(E)               0             0
IREC - Shorecrest Plaza                                    1,556                0              0(E)               0             0
IREC - Popeye's                                              241                0              3                  0             3
IREC - Summit of Park Ridge                                1,399                0              0(E)               0             0
IREC - Eagle Country Market                                1,290                0              0(E)               0             0
IREC - Eagle Ridge Center                                  1,441                0              0(E)               0             0


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-11


                              TABLE V - (CONTINUED)

                        SALES OR DISPOSALS OF PROPERTIES

                                NOTES TO TABLE V

(A)  The table includes all sales of properties by the programs with investment
     objectives similar to ours during the three years ended December 31, 2003.
     All sales have been made to parties unaffiliated with the partnerships.

(B)  Consists of cash payments received from the buyers and the assumption of
     certain liabilities by the buyers at the date of sale, less expenses of
     sale.

(C)  Amounts represent the dollar amount raised from the offerings, less sales
     commissions and other offering expenses plus additional costs incurred on
     the development of the land parcels.

(D)  Represents "Cash Available (Deficiency) from Operations (including
     subsidies)" as adjusted for applicable "Fixed Asset Additions" through the
     year of sale.

(E)  For tax purposes, this sale qualified as part of a tax-deferred exchange.
     As a result, no taxable gain will be recognized until the replacement
     property is disposed of in a subsequent taxable transaction.

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-12


                                    TABLE VI

                    ACQUISITION OF PROPERTIES BY PROGRAMS (A)

                (000's omitted, except for Square Feet or Acres)

          Table VI presents information concerning the acquisition of real
properties by programs with similar investment objectives, sponsored by Inland
Real Estate Investment Corporation ("IREIC"), in the three years ended December
31, 2003. The detail provided with respect to each acquisition includes the
property size, location, purchase price and the amount of mortgage financing.
This information is intended to assist the prospective investor in evaluating
the property mix as well as the terms involved in acquisitions by programs
sponsored by IREIC.

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-13


                              TABLE VL- (CONTINUED)

                   ACQUISITIONS OF PROPERTIES BY PROGRAMS (A)
                (000'S OMITTED, EXCEPT FOR NUMBER OF SQUARE FEET)



                                                                                  PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF      DATE OF    PLUS ACQUISITION   FINANCING AT DATE   CASH DOWN
PROPERTY                                              SQUARE FEET    PURCHASE          FEE             OF PURCHASE       PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
INLAND REAL ESTATE CORPORATION:
PETsMART, Gurnee, IL                                       25,692        04/01              3,304                   -       3,304
Eckerd Drug Store, Chattanooga, TN                         10,908        05/02              2,367                   -       2,367
Michael's, Coon Rapids, MN                                 24,317        07/02              2,808                   -       2,808
Deer Trace, Kohler, WI                                    149,881        07/02             13,281                   -      13,281
Disney, Celebration, FL                                   166,131        07/02             27,281              13,600      13,681
Townes Crossing, Oswego, IL                               105,989        08/02             12,043                   -      12,043
Park Square, Brooklyn Park, MN                            137,116        08/02              9,873               5,850       4,023
Forest Lake Marketplace, Forest Lake, MN                   93,853        09/02             11,856                   -      11,856
Naper West Ph II, Naperville, IL                           50,000        10/02              3,116                   -       3,116
Walgreens, Jennings, MO                                    15,120        10/02              2,706                   -       2,706
Four Flaggs Annex, Niles, IL                               21,790        11/02              3,289                   -       3,289
Four Flaggs, Niles, IL                                    306,479        11/02             21,298              12,510       8,788
Brunswick Market Center, Brunswick, OH                    119,540        12/02             13,458                   -      13,458
Medina Marketplace, Medina, OH                             72,781        12/02              9,511                   -       9,511
Shakopee Valley, Shakopee, MN                             146,436        12/02             14,700                   -      14,700
Shops at Orchard Place, Skokie, IL                        164,542        12/02             42,752                   -      42,752
Cub Foods, Hutchinson, MN                                  60,208        01/03              5,388                   -       5,388
Mankato Heights, Mankato, MN                              129,410        04/03             15,102                   -      15,102
Caton Crossing, Plainfield, IL                             83,792        06/03             11,165                   -      11,165
Village Ten, Coon Rapids, MN                              211,568        08/03             15,104                   -      15,104
Rochester Marketplace, Rochester, MN                       69,914        09/03              9,371                   -       9,371
University Crossing, Mishawaka, IN                        136,422        10/03             14,913                   -      14,913

Total for Inland Real Estate Corporation                2,301,889                $        264,686   $          31,960   $ 232,726
                                                     ============   ==========   ================   =================   =========


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
                                                     CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                  
INLAND REAL ESTATE CORPORATION:
PETsMART, Gurnee, IL                                               0                3,304
Eckerd Drug Store, Chattanooga, TN                                 2                2,369
Michael's, Coon Rapids, MN                                         0                2,808
Deer Trace, Kohler, WI                                             0               13,281
Disney, Celebration, FL                                            0               27,281
Townes Crossing, Oswego, IL                                      319               12,362
Park Square, Brooklyn Park, MN                                   160               10,033
Forest Lake Marketplace, Forest Lake, MN                         (41)              11,815
Naper West Ph II, Naperville, IL                               1,298                4,414
Walgreens, Jennings, MO                                            6                2,712
Four Flaggs Annex, Niles, IL                                       6                3,295
Four Flaggs, Niles, IL                                         2,645               23,943
Brunswick Market Center, Brunswick, OH                           247               13,705
Medina Marketplace, Medina, OH                                     4                9,515
Shakopee Valley, Shakopee, MN                                     12               14,712
Shops at Orchard Place, Skokie, IL                              (129)              42,623
Cub Foods, Hutchinson, MN                                          7                5,395
Mankato Heights, Mankato, MN                                     (12)              15,090
Caton Crossing, Plainfield, IL                                     7               11,172
Village Ten, Coon Rapids, MN                                       0               15,104
Rochester Marketplace, Rochester, MN                              (7)               9,364
University Crossing, Mishawaka, IN                                20               14,933

Total for Inland Real Estate Corporation             $         4,544    $         269,230
                                                     ===============    =================


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-14




                                                                                  PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF      DATE OF    PLUS ACQUISITION   FINANCING AT DATE   CASH DOWN
PROPERTY                                              SQUARE FEET    PURCHASE          FEE             OF PURCHASE       PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
INLAND RETAIL REAL ESTATE TRUST, INC.:

Columbia Promenade, Kissimmee, FL                          65,870        01/01              7,440                   -       7,440
K-Mart, Macon, GA                                         102,098        02/01              9,031                   -       9,031
Lowe's Home Improvement Center, Warner Robbins, GA        131,575        02/01              9,431                   -       9,431
West Oaks, Ocoee, FL                                       66,539        03/01             11,221                   -      11,221
PETsMART - Chattanooga, Chattanooga, TN                    26,040        04/01              3,103                   -       3,103
PETsMART - Daytona Beach, Daytona Beach, FL                26,194        04/01              3,238                   -       3,238
PETsMART - Fredricksburg, Fredricksburg, VA                26,067        04/01              3,410                   -       3,410
Sand Lake Corners, Orlando, FL                            189,741        05/01             22,256                   -      22,256
Jo-Ann Fabrics, Alpharetta, GA                             44,418        06/01              4,911                   -       4,911
Woodstock Square, Atlanta, GA                             218,819        06/01             27,596                   -      27,596
Chickasaw Trails Shopping Center, Orlando, FL              75,492        08/01              8,631                   -       8,631
Just for Feet - Daytona, Daytona Beach, FL                 22,255        08/01              3,901                   -       3,901
Skyview Plaza, Orlando, FL                                281,247        09/01             21,332                   -      21,332
Aberdeen Square, Boynton Beach, FL                         70,555        10/01              6,717                   -       6,717
Anderson Central, Anderson, SC                            223,211        11/01             15,863              11,000       4,863
Brandon Blvd. Shoppes, Brandon, FL                         85,377        11/01              9,482                   -       9,482
Creekwood Crossing, Bradenton, FL                         227,052        11/01             23,616                   -      23,616
Eckerd Drug Store - Greenville, Greenville, SC             10,908        11/01              2,828                   -       2,828
Abernathy Square, Atlanta, GA                             131,649        12/01             24,131                   -      24,131
Citrus Hills, Citrus Hills, FL                             68,927        12/01              6,027                   -       6,027
Douglasville Pavilion, Douglasville, GA                   267,764        12/01             27,377              20,000       7,377
Eckerd Drug Store - Spartanburg, Spartanburg, SC           10,908        12/01              2,807                   -       2,807
Fayetteville Pavilion, Fayetteville, NC                   272,385        12/01             26,898              20,133       6,765
Southlake Pavilion, Morrow, GA                            525,162        12/01             56,377              39,740      16,637
Steeplechase Plaza, Ocala, FL                              87,380        12/01              8,647                   -       8,647
Venture Pointev, Duluth, GA                               334,620        12/01             26,533              13,334      13,199
Sarasota Pavilion, Sarasota, FL                           324,140        01/02             42,100                   -      42,100


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
                                                     CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
INLAND RETAIL REAL ESTATE TRUST, INC.:

Columbia Promenade, Kissimmee, FL                                 (6)               7,434
K-Mart, Macon, GA                                                  -                9,031
Lowe's Home Improvement Center, Warner Robbins, GA                 -                9,431
West Oaks, Ocoee, FL                                              27               11,248
PETsMART - Chattanooga, Chattanooga, TN                            -                3,103
PETsMART - Daytona Beach, Daytona Beach, FL                        -                3,238
PETsMART - Fredricksburg, Fredricksburg, VA                        -                3,410
Sand Lake Corners, Orlando, FL                                   (90)              22,166
Jo-Ann Fabrics, Alpharetta, GA                                     -                4,911
Woodstock Square, Atlanta, GA                                    (56)              27,540
Chickasaw Trails Shopping Center, Orlando, FL                     14                8,645
Just for Feet - Daytona, Daytona Beach, FL                         4                3,905
Skyview Plaza, Orlando, FL                                       624               21,956
Aberdeen Square, Boynton Beach, FL                               (30)               6,687
Anderson Central, Anderson, SC                                  (111)              15,752
Brandon Blvd. Shoppes, Brandon, FL                                 5                9,487
Creekwood Crossing, Bradenton, FL                                 96               23,712
Eckerd Drug Store - Greenville, Greenville, SC                   (17)               2,811
Abernathy Square, Atlanta, GA                                    280               24,411
Citrus Hills, Citrus Hills, FL                                   191                6,218
Douglasville Pavilion, Douglasville, GA                         (156)              27,221
Eckerd Drug Store - Spartanburg, Spartanburg, SC                  11                2,818
Fayetteville Pavilion, Fayetteville, NC                        1,285               28,183
Southlake Pavilion, Morrow, GA                                 7,413               63,790
Steeplechase Plaza, Ocala, FL                                    457                9,104
Venture Pointev, Duluth, GA                                     (149)              26,384
Sarasota Pavilion, Sarasota, FL                                  182               42,282


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-15




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE   CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE       PAYMENT
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
Turkey Creek Phase I, Knoxville, TN                       284,224         01/02             21,762                   -      21,762
Universal Plaza, Lauderhill, FL                            49,816         01/02              9,872                   -       9,872
Hairston Crossing, Decatur, GA                             57,884         02/02              6,630                   -       6,630
Just for Feet - Augusta, Augusta, GA                       22,115         02/02              3,054                   -       3,054
Just For Feet - Covington, Covington, LA                   20,116         02/02              3,447                   -       3,447
Logger Head Junction, Sarasota, FL                          4,711         02/02                665                   -         665
Shoppes of Golden Acres, Newport Richey, FL                76,371         02/02             10,831                   -      10,831
Newnan Pavilion, Newnan, GA                               481,004         03/02             33,114                   -      33,114
Eisenhower Crossing I & II, Macon, GA                     403,013   11/01,03/02             43,292                   -      43,292
Acworth Avenue Retail Shopping Center, Acworth, GA         16,130    12/00,3/02              2,834                   -       2,834
Crystal Springs Shopping Center, Crystal
  Springs, FL                                              67,021         04/02              7,478                   -       7,478
Eckerd Drug Store - Concord, Concord, NC                   10,908         04/02              2,039                   -       2,039
Eckerd Drug Store - Tega Cay, Tega Cay, SC                 13,824         04/02              2,544                   -       2,544
Melbourne Shopping Center, Melbourne, FL                  209,217         04/02              9,842               5,949       3,893
Riverstone Plaza, Canton, GA                              302,024         04/02             31,943                   -      31,943
Target Center, Columbia, SC                                79,253         04/02              7,673                   -       7,673
Hampton Point, Taylors, SC                                 58,316         05/02              4,526                   -       4,526
Northpoint Marketplace, Spartanburg, SC                   101,982         05/02              8,269                   -       8,269
Oleander Shopping Center, Wilmington, NC                   51,888         05/02              5,221               3,000       2,221
Sharon Greens, Cumming, GA                                 98,317         05/02             13,062                   -      13,062
Bass Pro Outdoor World, Dania Beach, FL                   165,000         06/02             18,220                   -      18,220
Chesterfield Crossings, Richmond, VA,                      68,898         06/02             10,982                   -      10,982
Circuit City-Rome, Rome, GA                                33,056         06/02              4,476                   -       4,476
Circuit City-Vero Beach, Vero Beach, FL                    33,243         06/02              5,648                   -       5,648
Hillsboro Square, Deerfield Beach, FL                     145,647         06/02             18,985                   -      18,985
Stonebridge Square, Roswell, GA                           160,104         06/02             19,529                   -      19,529
Ward's Crossing, Lynchburg, VA                             80,918         06/02             11,100                   -      11,100
Circuit City Plaza, Orlando, FL                            78,625         07/02             11,518                   -      11,518
Eckerd Drug Store - Woodruff, Woodruff, SC                 13,824         07/02              2,475                   -       2,475
McFarland Plaza, Tuscaloosa, AL                           221,807         07/02             15,259                   -      15,259


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Turkey Creek Phase I, Knoxville, TN                           10,181               31,943
Universal Plaza, Lauderhill, FL                                    2                9,874
Hairston Crossing, Decatur, GA                                    34                6,664
Just for Feet - Augusta, Augusta, GA                               3                3,057
Just For Feet - Covington, Covington, LA                           -                3,447
Logger Head Junction, Sarasota, FL                                 -                  665
Shoppes of Golden Acres, Newport Richey, FL                      101               10,932
Newnan Pavilion, Newnan, GA                                    2,623               35,737
Eisenhower Crossing I & II, Macon, GA                           (286)              43,006
Acworth Avenue Retail Shopping Center, Acworth, GA                16                2,850
Crystal Springs Shopping Center, Crystal
  Springs, FL                                                     (2)               7,476
Eckerd Drug Store - Concord, Concord, NC                         156                2,195
Eckerd Drug Store - Tega Cay, Tega Cay, SC                       544                3,088
Melbourne Shopping Center, Melbourne, FL                         935               10,777
Riverstone Plaza, Canton, GA                                     243               32,186
Target Center, Columbia, SC                                       20                7,693
Hampton Point, Taylors, SC                                        55                4,581
Northpoint Marketplace, Spartanburg, SC                         (128)               8,141
Oleander Shopping Center, Wilmington, NC                          12                5,233
Sharon Greens, Cumming, GA                                        79               13,141
Bass Pro Outdoor World, Dania Beach, FL                           16               18,236
Chesterfield Crossings, Richmond, VA,                            723               11,705
Circuit City-Rome, Rome, GA                                        6                4,482
Circuit City-Vero Beach, Vero Beach, FL                            9                5,657
Hillsboro Square, Deerfield Beach, FL                          2,565               21,550
Stonebridge Square, Roswell, GA                                1,653               21,182
Ward's Crossing, Lynchburg, VA                                   (76)              11,024
Circuit City Plaza, Orlando, FL                                    -               11,518
Eckerd Drug Store - Woodruff, Woodruff, SC                       374                2,849
McFarland Plaza, Tuscaloosa, AL                                   21               15,280


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-16




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Sycamore Commons, Matthews, NC                            256,523        07/02             38,184                   -      38,184
Walk at Highwoods I, Tampa, FL                            133,940        07/02             23,999                   -      23,999
Eckerd Drug Store - Blackstock, Spartanburg, SC            10,908        08/02              2,723                   -       2,723
Forestdale Plaza, Jamestown, NC                            53,239        08/02              6,670                   -       6,670
Sexton Commons, Fuquay Varina, NC                          49,097        08/02              8,023                   -       8,023
Shoppes at Lake Mary, Lake Mary, FL                        69,843        08/02             11,140                   -      11,140
Wakefield Crossing, Raleigh, NC                            75,929        08/02             10,794                   -      10,794
Circuit City-Cary, Cary, NC                                27,891        09/02              5,650                   -       5,650
Cox Creek, Florence, AL                                   173,934        09/02             19,231              15,287       3,944
Forest Hills Centre, Wilson, NC                            73,280        09/02              6,675                   -       6,675
Golden Gate, Greensboro, NC                               153,114        10/02             10,545                   -      10,545
Goldenrod Groves, Orlando, FL                             108,944        10/02              9,177                   -       9,177
City Crossing, Warner Robins, GA                          187,099        11/02             14,644                   -      14,644
Clayton Corners, Clayton, NC                              125,656        11/02             14,994               9,740       5,254
CompUSA Retail Center, Newport News, VA                    47,134        11/02              7,324                   -       7,324
Duvall Village, Bowie, MD                                  82,522        11/02             13,046                   -      13,046
Gateway Plaza - Jacksonville, Jacksonville, NC            101,682        11/02             11,865                   -      11,865
Harundale Plaza, Glen Burnie, MD                          274,160        11/02             24,752                   -      24,752
Jones Bridge Plaza, Norcross, GA                           83,363        11/02              7,525                   -       7,525
Lakewood Ranch, Bradenton, FL                              69,472        11/02              9,494               4,400       5,094
North Aiken Bi-Lo Center, Aiken, SC                        59,204        11/02              5,816                   -       5,816
Plant City Crossing, Plant City, FL                        85,252        11/02             10,879                   -      10,879
Presidential Commons, Snellville, GA                      372,149        11/02             45,032              26,113      18,919
Rainbow Foods - Garland, Garland, TX                       70,576        11/02              5,098                   -       5,098
Rainbow Foods - Rowlett, Rowlett, TX                       63,117        11/02              4,604                   -       4,604
River Ridge, Birmingham, AL                               158,755        11/02             26,492                   -      26,492
Rosedale Shopping Center, Huntersville, NC                 94,248        11/02             19,544              13,300       6,244
Shoppes on the Circle, Dothan, AL                         149,085        11/02             15,013              12,210       2,803
Southlake Shopping Center, Cornelius, NC                  131,247        11/02             13,633               7,962       5,671
Village Square at Golf, Boynton Beach, FL                 134,894        11/02             18,537                   -      18,537


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Sycamore Commons, Matthews, NC                                 3,077               41,261
Walk at Highwoods I, Tampa, FL                                    72               24,071
Eckerd Drug Store - Blackstock, Spartanburg, SC                    -                2,723
Forestdale Plaza, Jamestown, NC                                 (114)               6,556
Sexton Commons, Fuquay Varina, NC                               (129)               7,894
Shoppes at Lake Mary, Lake Mary, FL                               59               11,199
Wakefield Crossing, Raleigh, NC                                 (182)              10,612
Circuit City-Cary, Cary, NC                                        4                5,654
Cox Creek, Florence, AL                                           31               19,262
Forest Hills Centre, Wilson, NC                                   11                6,686
Golden Gate, Greensboro, NC                                       23               10,568
Goldenrod Groves, Orlando, FL                                    741                9,918
City Crossing, Warner Robins, GA                               3,204               17,848
Clayton Corners, Clayton, NC                                      (5)              14,989
CompUSA Retail Center, Newport News, VA                            5                7,329
Duvall Village, Bowie, MD                                        369               13,415
Gateway Plaza - Jacksonville, Jacksonville, NC                   (24)              11,841
Harundale Plaza, Glen Burnie, MD                                 (40)              24,712
Jones Bridge Plaza, Norcross, GA                                 401                7,926
Lakewood Ranch, Bradenton, FL                                     39                9,533
North Aiken Bi-Lo Center, Aiken, SC                               13                5,829
Plant City Crossing, Plant City, FL                              (16)              10,863
Presidential Commons, Snellville, GA                               6               45,038
Rainbow Foods - Garland, Garland, TX                               5                5,103
Rainbow Foods - Rowlett, Rowlett, TX                               2                4,606
River Ridge, Birmingham, AL                                       79               26,571
Rosedale Shopping Center, Huntersville, NC                      (122)              19,422
Shoppes on the Circle, Dothan, AL                                 19               15,032
Southlake Shopping Center, Cornelius, NC                         (15)              13,618
Village Square at Golf, Boynton Beach, FL                       (263)              18,274


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-17




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Chatham Crossing, Siler City, NC                           32,000        12/02              3,964                   -       3,964
Columbiana Station, Columbia, SC                          270,649        12/02             46,615                   -      46,615
Gateway Plaza - Conway, Conway, SC                         62,428        12/02              6,295                   -       6,295
Lakeview Plaza, Kissimmee, FL                              54,788        12/02              6,187               3,613       2,574
Meadowmont Village Center, Chapel Hill, NC                133,471        12/02             26,808                   -      26,808
Shoppes at Citiside, Charlotte, NC                         75,478        12/02              9,706                   -       9,706
Shoppes at New Tampa, Wesley Chapel, FL                   158,342        12/02             19,196                   -      19,196
Camp Hill Center, Harrisburg, PA                           63,350        01/03              7,786                   -       7,786
Eckerd Drug Store - #5018, Amherst, NY                     10,908        01/03              2,805               1,582       1,223
Eckerd Drug Store - #5661, Buffalo, NY                     12,732        01/03              3,145               1,777       1,368
Eckerd Drug Store - #5786, Dunkirk, NY                     10,908        01/03              1,720                 905         815
Eckerd Drug Store - #5797, Cheektowaga, NY                 10,908        01/03              3,756               1,636       2,120
Eckerd Drug Store - #6007, Connelsville, PA                10,908        01/03              3,503               1,636       1,867
Eckerd Drug Store - #6036, Pittsburgh, PA                  10,908        01/03              3,840               1,636       2,204
Eckerd Drug Store - #6040, Monroeville,PA                  12,738        01/03              5,430               1,911       3,519
Eckerd Drug Store - #6043, Monroeville,PA                  10,908        01/03              3,315               1,637       1,678
Eckerd Drug Store - #6062, Harborcreek, PA                 10,908        01/03              2,527               1,418       1,109
Eckerd Drug Store - #6089, Weirton, WV                     10,908        01/03              2,472               1,374       1,098
Eckerd Drug Store - #6095, Cheswick, PA                    10,908        01/03              2,791               1,571       1,220
Eckerd Drug Store - #6172, New Castle,PA                   10,908        01/03              2,877               1,636       1,241
Eckerd Drug Store - #6193, Erie, PA                        10,908        01/03              2,919               1,636       1,283
Eckerd Drug Store - #6199, Millcreek, PA                   10,908        01/03              3,729               1,637       2,092
Eckerd Drug Store - #6257, Millcreek, PA                   10,908        01/03              1,444                 640         804
Eckerd Drug Store - #6286, Erie, PA                        10,908        01/03              4,193               1,601       2,592
Eckerd Drug Store - #6334, Erie, PA                        10,908        01/03              2,997               1,636       1,361
Eckerd Drug Store - #6392, Penn, PA                        10,908        01/03              2,949               1,636       1,313
Eckerd Drug Store - #6695, Plum Borough, PA                10,908        01/03              3,669               1,637       2,032
Eckerd Drug Store - Piedmont, Piedmont, SC                 10,908        01/03              1,968                   -       1,968
Market Square, Douglasville, GA                           121,774        01/03             12,905               8,390       4,515
Springfield Park, Lawrenceville, GA                       105,321        01/03             10,924                   -      10,924


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Chatham Crossing, Siler City, NC                                  16                3,980
Columbiana Station, Columbia, SC                                 193               46,808
Gateway Plaza - Conway, Conway, SC                                 -                6,295
Lakeview Plaza, Kissimmee, FL                                     19                6,206
Meadowmont Village Center, Chapel Hill, NC                      (581)              26,227
Shoppes at Citiside, Charlotte, NC                               326               10,032
Shoppes at New Tampa, Wesley Chapel, FL                         (266)              18,930
Camp Hill Center, Harrisburg, PA                                   5                7,791
Eckerd Drug Store - #5018, Amherst, NY                             -                2,805
Eckerd Drug Store - #5661, Buffalo, NY                             -                3,145
Eckerd Drug Store - #5786, Dunkirk, NY                             -                1,720
Eckerd Drug Store - #5797, Cheektowaga, NY                        (1)               3,755
Eckerd Drug Store - #6007, Connelsville, PA                        -                3,503
Eckerd Drug Store - #6036, Pittsburgh, PA                         (1)               3,839
Eckerd Drug Store - #6040, Monroeville,PA                         (2)               5,428
Eckerd Drug Store - #6043, Monroeville,PA                          -                3,315
Eckerd Drug Store - #6062, Harborcreek, PA                         -                2,527
Eckerd Drug Store - #6089, Weirton, WV                             -                2,472
Eckerd Drug Store - #6095, Cheswick, PA                            -                2,791
Eckerd Drug Store - #6172, New Castle,PA                           -                2,877
Eckerd Drug Store - #6193, Erie, PA                                -                2,919
Eckerd Drug Store - #6199, Millcreek, PA                          (1)               3,728
Eckerd Drug Store - #6257, Millcreek, PA                           -                1,444
Eckerd Drug Store - #6286, Erie, PA                               (1)               4,192
Eckerd Drug Store - #6334, Erie, PA                                -                2,997
Eckerd Drug Store - #6392, Penn, PA                                -                2,949
Eckerd Drug Store - #6695, Plum Borough, PA                        -                3,669
Eckerd Drug Store - Piedmont, Piedmont, SC                         5                1,973
Market Square, Douglasville, GA                                  787               13,692
Springfield Park, Lawrenceville, GA                                5               10,929


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-18




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Tequesta Shoppes Plaza, Tequesta, FL                      109,937        01/03             11,439                   -      11,439
Capital Crossing, Raleigh, NC                              92,248        02/03              9,984                   -       9,984
Colonial Promenade Bardmore Center, Largo, FL             152,667        02/03             17,151                   -      17,151
Commonwealth Center II, Richmond, VA                      165,382        02/03             22,278                   -      22,278
Concord Crossing, Concord, NC                              55,930        02/03              5,331                   -       5,331
Fountains, Plantation, FL                                 408,807        02/03             44,412                   -      44,412
Marketplace at Mill Creek, Buford, GA                     398,407        02/03             50,118                   -      50,118
Monroe Shopping Center, Monroe, NC                         45,080        02/03              3,548                   -       3,548
Oakley Plaza, Asheville, NC                               118,727        02/03              9,469                   -       9,469
Overlook at King of Prussia, King of Prussia, PA          186,980        02/03             57,045              30,000      27,045
Paraiso Plaza, Hialeah, FL                                 61,012        02/03              9,481                   -       9,481
Publix Brooker Creek, Palm Harbor, FL                      77,596        02/03              8,719               4,468       4,251
Sheridan Square, Dania, FL                                 67,425        02/03              7,586                   -       7,586
Stonecrest Marketplace, Lithonia, GA                      264,447        02/03             34,742                   -      34,742
Suwanee Crossroads, Suwanee, GA                            69,500        02/03             12,068                   -      12,068
Windsor Court Shopping Center, Windsor Court, CT           78,480        02/03             14,639                   -      14,639
Downtown Short Pump, Richmond, VA                         125,553        03/03             33,515                   -      33,515
Valley Park Commons, Hagerstown, MD                        89,579        03/03             11,317                   -      11,317
Eckerd - Perry Creek, Perry Creek, NC                      10,908        09/02              2,795                   -       2,795
Village Center, Mt. Pleasant, WI                          217,103        03/03             23,987                   -      23,987
Watercolor Crossing, Tallahassee, FL                       43,200        03/03              5,485                   -       5,485
Bi-Lo - Southern Pines, Southern Pines, NC                 57,404        04/03              8,127                   -       8,127
Creeks at Virginia Center, Richmond, VA                   266,266        04/03             39,458              27,804      11,654
Flamingo Falls, Pembroke Pines, FL                        108,565        04/03             23,946                   -      23,946
Glenmark Shopping Center, Morgantown, WV                  122,167        04/03             12,982                   -      12,982
River Run, Miramar, FL                                     93,643        04/03             11,638                   -      11,638
Westside Centre Shopping Center, Huntsville, AL           490,784        04/03             46,015              39,350       6,665
440 Commons, Jersey City, NJ                              162,533        05/03             18,046                   -      18,046
Barrett Pavilion, Kennesaw, GA                            460,755        05/03             80,183                   -      80,183
Bi-Lo - Asheville, Asheville, NC                           54,319        05/03              7,727                   -       7,727


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Tequesta Shoppes Plaza, Tequesta, FL                         (248)                 11,191
Capital Crossing, Raleigh, NC                                  14                   9,998
Colonial Promenade Bardmore Center, Largo, FL                  45                  17,196
Commonwealth Center II, Richmond, VA                         (133)                 22,145
Concord Crossing, Concord, NC                                   5                   5,336
Fountains, Plantation, FL                                       -                  44,412
Marketplace at Mill Creek, Buford, GA                          50                  50,168
Monroe Shopping Center, Monroe, NC                              5                   3,553
Oakley Plaza, Asheville, NC                                     4                   9,473
Overlook at King of Prussia, King of Prussia, PA               15                  57,060
Paraiso Plaza, Hialeah, FL                                     26                   9,507
Publix Brooker Creek, Palm Harbor, FL                         146                   8,865
Sheridan Square, Dania, FL                                     23                   7,609
Stonecrest Marketplace, Lithonia, GA                         (115)                 34,627
Suwanee Crossroads, Suwanee, GA                               (69)                 11,999
Windsor Court Shopping Center, Windsor Court, CT               10                  14,649
Downtown Short Pump, Richmond, VA                            (147)                 33,368
Valley Park Commons, Hagerstown, MD                            12                  11,329
Eckerd - Perry Creek, Perry Creek, NC                         (66)                  2,729
Village Center, Mt. Pleasant, WI                              (33)                 23,954
Watercolor Crossing, Tallahassee, FL                            -                   5,485
Bi-Lo - Southern Pines, Southern Pines, NC                    (62)                  8,065
Creeks at Virginia Center, Richmond, VA                     1,608                  41,066
Flamingo Falls, Pembroke Pines, FL                              -                  23,946
Glenmark Shopping Center, Morgantown, WV                      335                  13,317
River Run, Miramar, FL                                         (5)                 11,633
Westside Centre Shopping Center, Huntsville, AL             2,035                  48,050
440 Commons, Jersey City, NJ                                    9                  18,055
Barrett Pavilion, Kennesaw, GA                                (51)                 80,132
Bi-Lo - Asheville, Asheville, NC                               (1)                  7,726


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-19




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Bi-Lo - Shelmore, Mt. Pleasant, SC                         61,705        05/03             11,836                   -      11,836
Bi-Lo - Sylvania, Sylvania, GA                             36,000        05/03              4,407                   -       4,407
Birkdale Village, Charlotte, NC                           653,983        05/03             96,410                   -      96,410
BJ'S Wholesale Club, Charlotte, NC                         99,792        05/03             13,025                   -      13,025
Brick Center Plaza, Brick, NJ                             114,028        05/03             19,451                   -      19,451
East Hanover Plaza, East Hanover, NJ                      122,028        05/03             17,312                   -      17,312
Eckerd Drug Store - #0234, Marietta, GA                    10,880        05/03              2,044               1,161         883
Eckerd Drug Store - #0444, Gainesville, GA                 10,594        05/03              1,986               1,129         857
Eckerd Drug Store - #0818, Ft. Worth, TX                   10,908        05/03              2,691               1,540       1,151
Eckerd Drug Store - #0862, Wichita Falls, TX                9,504        05/03              2,087               1,203         884
Eckerd Drug Store - #0943, Richardson, TX                  10,560        05/03              2,354               1,338       1,016
Eckerd Drug Store - #0963, Richardson, TX                  10,560        05/03              2,313               1,316         997
Eckerd Drug Store - #0968, Wichita Falls, TX                9,504        05/03              1,837               1,036         801
Eckerd Drug Store - #0980, Dallas, TX                       9,504        05/03              1,917               1,097         820
Eckerd Drug Store - #2320, Snellville, GA                  10,594        05/03              2,230               1,271         959
Eckerd Drug Store - #2506, Dallas, TX                       9,504        05/03              2,073               1,177         896
Eckerd Drug Store - #3072, Richland Hills, TX              10,908        05/03              2,663               1,521       1,142
Eckerd Drug Store - #3152, Lake Worth, TX                   9,504        05/03              1,805               1,021         784
Eckerd Drug Store - #3169, River Oaks, TX                  10,908        05/03              2,705               1,546       1,159
Eckerd Drug Store - #3192, Tyler, TX                        9,504        05/03              1,495                 845         650
Eckerd Drug Store - #3338, Kissimmee, FL                   10,880        05/03              2,479               1,407       1,072
Eckerd Drug Store - #3350, Oklahoma City, OK                9,504        05/03              1,776               1,005         771
Eckerd Drug Store - #3363, Ft. Worth, TX                    9,504        05/03              1,661                 941         720
Eckerd Drug Store - #3449, Lawrenceville, GA                9,504        05/03              2,061                   -       2,061
Eckerd Drug Store - #3528, Plano, TX                       10,908        05/03              2,535               1,445       1,090
Edgewater Town Center, Edgewater, NJ                       77,446        05/03             27,030                   -      27,030
Goody's Shopping Center, Augusta, GA                       22,560        05/03              2,051                   -       2,051
Heritage Pavilion, Smyrna, GA                             262,961        05/03             40,013                   -      40,013
Hiram Pavilion, Hiram, GA                                 363,618        05/03             36,787                   -      36,787
Killearn Shopping Center, Tallahassee, FL                  94,547        05/03             10,945               4,041       6,904


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Bi-Lo - Shelmore, Mt. Pleasant, SC                               10                11,846
Bi-Lo - Sylvania, Sylvania, GA                                    2                 4,409
Birkdale Village, Charlotte, NC                                (897)               95,513
BJ'S Wholesale Club, Charlotte, NC                                1                13,026
Brick Center Plaza, Brick, NJ                                    13                19,464
East Hanover Plaza, East Hanover, NJ                              5                17,317
Eckerd Drug Store - #0234, Marietta, GA                           4                 2,048
Eckerd Drug Store - #0444, Gainesville, GA                        4                 1,990
Eckerd Drug Store - #0818, Ft. Worth, TX                          4                 2,695
Eckerd Drug Store - #0862, Wichita Falls, TX                      4                 2,091
Eckerd Drug Store - #0943, Richardson, TX                         4                 2,358
Eckerd Drug Store - #0963, Richardson, TX                         4                 2,317
Eckerd Drug Store - #0968, Wichita Falls, TX                      4                 1,841
Eckerd Drug Store - #0980, Dallas, TX                             4                 1,921
Eckerd Drug Store - #2320, Snellville, GA                         4                 2,234
Eckerd Drug Store - #2506, Dallas, TX                             4                 2,077
Eckerd Drug Store - #3072, Richland Hills, TX                     4                 2,667
Eckerd Drug Store - #3152, Lake Worth, TX                         4                 1,809
Eckerd Drug Store - #3169, River Oaks, TX                         4                 2,709
Eckerd Drug Store - #3192, Tyler, TX                              4                 1,499
Eckerd Drug Store - #3338, Kissimmee, FL                          4                 2,483
Eckerd Drug Store - #3350, Oklahoma City, OK                      4                 1,780
Eckerd Drug Store - #3363, Ft. Worth, TX                          4                 1,665
Eckerd Drug Store - #3449, Lawrenceville, GA                      4                 2,065
Eckerd Drug Store - #3528, Plano, TX                              4                 2,539
Edgewater Town Center, Edgewater, NJ                             11                27,041
Goody's Shopping Center, Augusta, GA                              -                 2,051
Heritage Pavilion, Smyrna, GA                                     4                40,017
Hiram Pavilion, Hiram, GA                                     1,559                38,346
Killearn Shopping Center, Tallahassee, FL                        80                11,025


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-20




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Midway Plaza, Tamarac, FL                                 227,209        05/03             26,858                   -      26,858
North Hill Commons, Anderson, SC                           42,942        05/03              4,541                   -       4,541
Sandy Plains Village, Roswell, GA                         175,035        05/03             18,055                   -      18,055
Shoppes at Paradise Pointe, Ft Walton Beach, FL            84,070        05/03             11,591                   -      11,591
Sony Theatre Complex, East Hanover, NJ                     70,549        05/03             12,068                   -      12,068
Town & Country, Knoxville, TN                             639,135        05/03             49,812                   -      49,812
Village Crossing, Skokie, IL                              427,722        05/03             69,443                   -      69,443
West Falls Plaza, West Paterson, NJ                        88,913        05/03             20,980                   -      20,980
CostCo Plaza, White Marsh, MD                             209,841        06/03             16,857                   -      16,857
Denbigh Village Shopping Center, Newport News, VA         311,583        06/03             20,855                   -      20,855
Shoppes at Lake Dow, McDonough, GA                         73,271        06/03             11,014                   -      11,014
Willoughby Hills Shopping Center, Willoughby
  Hills, OH                                               359,414        06/03             37,705              14,480      23,225
Cascades Marketplace, Sterling, VA                         98,532        07/03             16,840                   -      16,840
Fayette Pavilion III, Fayetteville, GA                    619,856        07/03             46,308                   -      46,308
Northlake Commons, Palm Beach Gardens, FL                 143,955        07/03             21,643                   -      21,643
Route 22 Retail Shopping Center, Union, NJ                110,453        07/03             19,054              11,355       7,699
Vision Works, Plantation, FL                                6,891        07/03              1,732                   -       1,732
Bellevue Place Shopping Center, Nashville, TN              77,249        08/03             10,884                   -      10,884
Camfield Corners, Charlotte, NC                            69,887        08/03              9,339                   -       9,339
Kensington Place, Murfreesboro, TN                         70,624        08/03              7,167                   -       7,167
Largo Town Center, Upper Marlboro, MD                     270,310        08/03             30,947                   -      30,947
Naugatuck Valley Shopping Center, Waterbury, CT           383,332        08/03             50,452                   -      50,452
Riverdale Shops, West Springfield, MA                     273,928        08/03             42,055                   -      42,055
Spring Mall Center, Springfield, VA                        56,511        08/03             10,481                   -      10,481
Walgreen's, Port Huron, MI                                 14,998        08/03              4,368                   -       4,368
Bank First, Winter Park, FL                                 3,348        09/03                723                   -         723
Carlisle Commons, Carlisle, PA                            393,023        09/03             39,635                   -      39,635
Circuit City - Culver City, Culver City, CA                32,873        09/03              8,781                   -       8,781
Circuit City - Highland Ranch, Highland Ranch, CO          43,480        09/03              5,628                   -       5,628
Circuit City - Olympia, Olympia, WA                        35,776        09/03              5,632                   -       5,632


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Midway Plaza, Tamarac, FL                                       265                27,123
North Hill Commons, Anderson, SC                                  1                 4,542
Sandy Plains Village, Roswell, GA                                84                18,139
Shoppes at Paradise Pointe, Ft Walton Beach, FL                 (94)               11,497
Sony Theatre Complex, East Hanover, NJ                            5                12,073
Town & Country, Knoxville, TN                                 1,397                51,209
Village Crossing, Skokie, IL                                  6,001                75,444
West Falls Plaza, West Paterson, NJ                               5                20,985
CostCo Plaza, White Marsh, MD                                     5                16,862
Denbigh Village Shopping Center, Newport News, VA              (106)               20,749
Shoppes at Lake Dow, McDonough, GA                              (68)               10,946
Willoughby Hills Shopping Center, Willoughby
  Hills, OH                                                      22                37,727
Cascades Marketplace, Sterling, VA                                5                16,845
Fayette Pavilion III, Fayetteville, GA                        2,540                48,848
Northlake Commons, Palm Beach Gardens, FL                       523                22,166
Route 22 Retail Shopping Center, Union, NJ                        -                19,054
Vision Works, Plantation, FL                                      6                 1,738
Bellevue Place Shopping Center, Nashville, TN                     5                10,889
Camfield Corners, Charlotte, NC                                   2                 9,341
Kensington Place, Murfreesboro, TN                                -                 7,167
Largo Town Center, Upper Marlboro, MD                             7                30,954
Naugatuck Valley Shopping Center, Waterbury, CT                   8                50,460
Riverdale Shops, West Springfield, MA                            34                42,089
Spring Mall Center, Springfield, VA                               2                10,483
Walgreen's, Port Huron, MI                                        9                 4,377
Bank First, Winter Park, FL                                       8                   731
Carlisle Commons, Carlisle, PA                                   10                39,645
Circuit City - Culver City, Culver City, CA                       4                 8,785
Circuit City - Highland Ranch, Highland Ranch, CO                 3                 5,631
Circuit City - Olympia, Olympia, WA                               3                 5,635


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-21




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Fayette Pavilion I & II, Fayetteville, GA                 791,373        09/03             88,521                   -      88,521
Kroger - Cincinnati, Cincinnati, OH                        56,634        09/03              7,431                   -       7,431
Kroger - Grand Prairie, Grand Prairie, TX                  64,522        09/03              5,793                   -       5,793
Kroger - Westchester, Westchester, OH                      56,083        09/03              4,670                   -       4,670
Lowe's Home Improvement - Baytown, Baytown, TX            125,357        09/03             11,478                   -      11,478
Lowe's Home Improvement - Cullman, Cullman, AL            101,287        09/03              8,960                   -       8,960
Lowe's Home Improvement - Houston, Houston, TX            131,644        09/03             12,050                   -      12,050
Lowe's Home Improvement - Steubenville,
  Steubenville, OH                                        130,497        09/03             11,442                   -      11,442
Southwood Plantation, Tallahassee, FL                      62,700        10/02              7,738                   -       7,738
Super Wal-Mart - Alliance, Alliance, OH                   200,084        09/03             15,879                   -      15,879
Super Wal-Mart - Greenville, Greenville, SC               200,084        09/03             16,971                   -      16,971
Super Wal-Mart - Winston-Salem, Winston-Salem, NC         204,931        09/03             18,721                   -      18,721
Eckerd - Gaffney, Gaffney, SC                              13,813        12/02              2,374                   -       2,374
Wal-Mart/Sam's Club, Worcester, MA                        107,929        09/03             11,194                   -      11,194
Bi-Lo at Northside Plaza, Greenwood, SC                    41,581        10/03              4,069                   -       4,069
Cedar Springs Crossing, Spartanburg, SC                    86,581        10/03             10,191                   -      10,191
Clearwater Crossing, Flowery Branch, GA                    90,566        10/03             13,303                   -      13,303
Cortez Plaza, Bradenton, FL                               286,610        10/03             26,819              16,828       9,991
Houston Square, Warner Robins, GA                          60,799        10/03              5,214                   -       5,214
Lexington Place, Lexington, SC                             83,167        10/03              8,481                   -       8,481
Manchester Broad Street, Manchester, CT                    68,509        10/03             13,119                   -      13,119
Plaza Del Paraiso, Miami, FL                               82,442        10/03             15,417                   -      15,417
Seekonk Town Center, Seekonk, MA                           80,713        10/03             11,068                   -      11,068
Shoppes of Ellenwood, Ellenwood, GA                        67,721        10/03             10,703                   -      10,703
Shoppes of Lithia, Brandon, FL                             71,430        10/03             12,926                   -      12,926
Crossroads Plaza, Lumberton, NJ                            89,627        11/03             18,232                   -      18,232
Hilliard Rome, Columbus, OH                               110,772        11/03             17,171              11,883       5,288
Loisdale Center, Springfield, VA                          120,742        11/03             29,051                   -      29,051
Middletown Village, Middletown, RI                         98,161        11/03             17,871                   -      17,871
Shoppes at Oliver's Crossing, Winston-Salem, NC            76,512        11/03             10,386                   -      10,386


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                             
Fayette Pavilion I & II, Fayetteville, GA                      (357)               88,164
Kroger - Cincinnati, Cincinnati, OH                               3                 7,434
Kroger - Grand Prairie, Grand Prairie, TX                         7                 5,800
Kroger - Westchester, Westchester, OH                             3                 4,673
Lowe's Home Improvement - Baytown, Baytown, TX                    7                11,485
Lowe's Home Improvement - Cullman, Cullman, AL                    3                 8,963
Lowe's Home Improvement - Houston, Houston, TX                    7                12,057
Lowe's Home Improvement - Steubenville,
  Steubenville, OH                                                3                11,445
Southwood Plantation, Tallahassee, FL                             4                 7,742
Super Wal-Mart - Alliance, Alliance, OH                           3                15,882
Super Wal-Mart - Greenville, Greenville, SC                       3                16,974
Super Wal-Mart - Winston-Salem, Winston-Salem, NC                 3                18,724
Eckerd - Gaffney, Gaffney, SC                                   502                 2,876
Wal-Mart/Sam's Club, Worcester, MA                                3                11,197
Bi-Lo at Northside Plaza, Greenwood, SC                           -                 4,069
Cedar Springs Crossing, Spartanburg, SC                           -                10,191
Clearwater Crossing, Flowery Branch, GA                           -                13,303
Cortez Plaza, Bradenton, FL                                   1,854                28,673
Houston Square, Warner Robins, GA                                 -                 5,214
Lexington Place, Lexington, SC                                    -                 8,481
Manchester Broad Street, Manchester, CT                           -                13,119
Plaza Del Paraiso, Miami, FL                                      -                15,417
Seekonk Town Center, Seekonk, MA                                  -                11,068
Shoppes of Ellenwood, Ellenwood, GA                               -                10,703
Shoppes of Lithia, Brandon, FL                                    -                12,926
Crossroads Plaza, Lumberton, NJ                                   -                18,232
Hilliard Rome, Columbus, OH                                     231                17,402
Loisdale Center, Springfield, VA                                  -                29,051
Middletown Village, Middletown, RI                                -                17,871
Shoppes at Oliver's Crossing, Winston-Salem, NC                   -                10,386


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-22




                                                                                   PURCHASE PRICE        MORTGAGE
                                                       NUMBER OF       DATE OF    PLUS ACQUISITION   FINANCING AT DATE  CASH DOWN
PROPERTY                                              SQUARE FEET     PURCHASE          FEE             OF PURCHASE      PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Squirewood Village, Dandridge, TN                          46,150        11/03              3,442                   -       3,442
Waterfront Marketplace/Town Center, Homestead, PA         755,407        11/03            113,024              72,035      40,989
Winslow Bay Commons, Mooresville, NC                      255,598        11/03             42,132                   -      42,132
Albertson's at Bloomingdale Hills, Brandon, FL             78,686        12/03              5,856                   -       5,856
Oak Summit, Winston-Salem, NC                             142,739        12/03             13,666                   -      13,666
Paradise Place, West Palm Beach, FL                        69,620        12/03             11,688                   -      11,688
Pointe at Tampa Plams, Tampa, FL                           20,258        12/03              5,282                   -       5,282
Southhampton Village, Tyrone, GA                           77,900        11/02             10,610                   -      10,610
Shoppes on the Ridge                                       91,165        12/02             11,422                   -      11,422
                                                     ----------------------------------------------------------------------------
  Total for 2001 through 2003 acquisitions             29,573,733                       3,653,755             497,556   3,156,199
                                                     ============================================================================

DEVELOPMENT PROJECTS
Fayette Pavilion III, Fayetteville, GA                        N/A        07/03                203                   -         203
Fountains, Plantation, FL                                     N/A        02/03              2,664                   -       2,664
Hiram Pavilion, Hiram, GA                                     N/A        05/03                695                   -         695
Northlake Commons, Palm Beach Gardens, FL                     N/A        07/03                640                   -         640
Redbud Commons Gastonia, NC                                   N/A        06/03              5,101                   -       5,101
Shoppes of Golden Acres II, Newport Richey, FL                N/A        02/02                189                   -         189
Southhampton Village, Tyrone, GA                              N/A        11/02                 62                   -          62
Southlake Pavilion, Morrow, GA                                N/A        12/01                702                   -         702
Turkey Creek II, Knoxville, TN                                N/A        01/02              1,317                   -       1,317
Watercolor Crossing, Tallahassee, FL                          N/A        03/03              1,028                   -       1,028
Westside Center, Huntsville, AL                               N/A        04/03              4,888                   -       4,888
                                                     ----------------------------------------------------------------------------
   Total for Development projects at 12/31/03                                -             17,489                   -      17,489
                                                     ============================================================================

GRAND TOTAL                                            31,875,622                       3,935,930             529,516   3,406,414
                                                     ============================================================================


                                                       OTHER CASH
                                                      EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                             CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------
                                                                          
Squirewood Village, Dandridge, TN                                 -                 3,442
Waterfront Marketplace/Town Center, Homestead, PA             4,694               117,718
Winslow Bay Commons, Mooresville, NC                              -                42,132
Albertson's at Bloomingdale Hills, Brandon, FL                    -                 5,856
Oak Summit, Winston-Salem, NC                                     -                13,666
Paradise Place, West Palm Beach, FL                               -                11,688
Pointe at Tampa Plams, Tampa, FL                                  -                 5,282
Southhampton Village, Tyrone, GA                                  -                10,610
Shoppes on the Ridge                                              -                11,422
                                                     ------------------------------------
  Total for 2001 through 2003 acquisitions                   59,541             3,713,296
                                                     ====================================

DEVELOPMENT PROJECTS
Fayette Pavilion III, Fayetteville, GA                            -                   203
Fountains, Plantation, FL                                         -                 2,664
Hiram Pavilion, Hiram, GA                                         -                   695
Northlake Commons, Palm Beach Gardens, FL                         -                   640
Redbud Commons Gastonia, NC                                       -                 5,101
Shoppes of Golden Acres II, Newport Richey, FL                    -                   189
Southhampton Village, Tyrone, GA                                  -                    62
Southlake Pavilion, Morrow, GA                                    -                   702
Turkey Creek II, Knoxville, TN                                    -                 1,317
Watercolor Crossing, Tallahassee, FL                              -                 1,028
Westside Center, Huntsville, AL                                   -                 4,888
                                                     ------------------------------------
   Total for Development projects at 12/31/03                     -                17,489
                                                     ====================================

GRAND TOTAL                                                  64,085             4,000,015
                                                     ====================================


     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-23


                              TABLE VL- (CONTINUED)

                      ACQUISITION OF PROPERTIES BY PROGRAMS

                                NOTES TO TABLE VI

(A)  "Other Cash Expenditures Capitalized" consists of improvements to the
     property and acquisition expenses which are capitalized and paid or to be
     paid from the proceeds of the offering. As part of several purchases, rent
     is received under master lease agreements on the spaces currently vacant
     for periods ranging from one to two years or until the spaces are leased.
     As these payments are received, they are recorded as a reduction in the
     purchase price of the properties and have been netted against other cash
     expenditures capitalized.

(B)  "Total Acquisition Cost" is the sum of columns captioned "Purchase Price
     Plus Acquisition Fee" and "Other Cash Expenditures Capitalized."

     [PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE]

                                      A-24


                                   APPENDIX B

                         DISTRIBUTION REINVESTMENT PLAN

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                        DISTRIBUTION REINVESTMENT PROGRAM

     Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Articles of Incorporation (the "Articles") has
adopted a Distribution Reinvestment Program (the "DRP"), the terms and
conditions of which are set forth below. Capitalized terms shall have the same
meaning as set forth in the Company's Prospectus dated _____________ (as the
same may be supplemented or modified from time to time) unless otherwise defined
herein.

     i.     Distributions. As agent for the Stockholders who purchase Shares
from the Company pursuant to the prospectus dated _____________________ (the
"Offering") and elect to participate in the DRP (the "Participants"), the
Company will apply all distributions, paid with respect to the Shares held by
each Participant (the "Distributions"), including Distributions paid with
respect to any full or fractional Shares acquired under the DRP, to the purchase
of the Shares for said Participants directly, if permitted under state
securities laws and, if not, through the Dealer Manager or Soliciting Dealers
registered in the Participant's state of residence. Neither the Company nor its
Affiliates will receive a fee for selling Shares under the DRP.

     ii.    Procedure for Participation. Any Stockholder who purchases Shares
pursuant to the Company's Offering may elect to become a Participant by
completing and executing the Subscription Agreement or other appropriate
authorization form as may be available from the Company, the Dealer Manager or
the Soliciting Dealer. Participation in the DRP will begin with the next
Distribution payable after receipt of a Participant's subscription or
authorization. Shares will be purchased under the DRP on the record date for the
Distribution used to purchase the Shares. Distributions for Shares acquired
under the DRP will be paid at the same time as Distributions are paid on Shares
purchased outside the DRP and are calculated with a daily record and
Distribution declaration date. Each Participant agrees that if, at any time
prior to listing of the Shares on a national stock exchange or inclusion of the
Shares for quotation on a national market system, he or she fails to meet the
suitability requirements for making an investment in the Company or cannot make
the other representations or warranties set forth in the Subscription Agreement,
he or she will promptly so notify the Company in writing.

     iii.   Purchase of Shares. Participants will acquire Shares from the
Company at a fixed price of $10.00 per Share until the first to occur of (i) the
termination of the Offering, or (ii) the public offering price per Share in the
Offering is increased above $10.00 per share. Thereafter, Participants will
acquire Shares from the Company at a price equal to 95% of the Market Price of a
Share on the date of purchase until such time as the Company's Shares are listed
on a national stock exchange or included for quotation on a national market
system. In the event of such listing or inclusion, Shares purchased by the
Company for the DRP will be purchased on such exchange or market, at the
prevailing market price, and will be sold to Stockholders at such price. The
discount per Share is never intended to exceed 5% of the current Market Price of
a Share on the date of purchase. Participants in the DRP may also purchase
fractional Shares so that 100% of the Distributions will be used to acquire
Shares. However, a Participant will not be able to acquire Shares under the DRP
to the extent such purchase would cause it to exceed the Ownership Limit or
other Share ownership restrictions imposed by the Articles.

     It is possible that a secondary market will develop for the Shares, and
that the Shares may be bought and sold on the secondary market at prices lower
or higher than the $10.00 per Share price which will be paid under the DRP.

     The Company shall endeavor to acquire Shares on behalf of Participants at
the lowest price then available. However, the Company does not guarantee or
warrant that the Participant will be acquiring Shares at the lowest possible
price.

     If the Company's Shares are listed on a national stock exchange or included
for quotation on a national market system, the reservation of any Shares from
the Offering for issuance under the DRP, which have not been

                                       B-1


issued as of the date of such listing or inclusion, will be canceled, and such
Shares will continue to have the status of authorized but unissued Shares. Those
unissued Shares will not be issued unless they are first registered with the
Securities and Exchange Commission (the "Commission") under the Act and under
appropriate state securities laws or are otherwise issued in compliance with
such laws.

     It is understood that reinvestment of Distributions does not relieve a
Participant of any income tax liability which may be payable on the
Distributions.

     iv.    Share Certificates. Within 90 days after the end of the Company's
fiscal year, the Company will issue certificates evidencing ownership of Shares
purchased through the DRP during the prior fiscal year. The ownership of the
Shares will be in book-entry form prior to the issuance of such certificates.

     v.     Reports. Within 90 days after the end of the Company's fiscal year,
the Company will provide each Participant with an individualized report on his
or her investment, including the purchase date(s), purchase price and number of
Shares owned, as well as the dates of distribution and amounts of Distributions
received during the prior fiscal year. The individualized statement to
Stockholders will include receipts and purchases relating to each Participant's
participation in the DRP including the tax consequences relative thereto.

     vi.    Termination by Participant. A Participant may terminate
participation in the DRP at any time, without penalty, by delivering to the
Company a written notice. Prior to listing of the Shares on a national stock
exchange or inclusion of the Shares for quotation on a national market system,
any transfer of Shares by a Participant to a non-Participant will terminate
participation in the DRP with respect to the transferred Shares. If a
Participant terminates DRP participation, the Company will provide the
terminating Participant with a certificate evidencing the whole shares in his or
her account and a check for the cash value of any fractional share in such
account. Upon termination of DRP participation, Distributions will be
distributed to the Stockholder in cash.

     vii.   Amendment or Termination of DRP by the Company. The Directors of the
Company may by majority vote (including a majority of the Independent Directors)
amend or terminate the DRP for any reason upon 30 days' written notice to the
Participants.

     viii.  Liability of the Company. The Company shall not be liable for any
act done in good faith, or for any good faith omission to act, including,
without limitation, any claims or liability: (a) arising out of failure to
terminate a Participant's account upon such Participant's death prior to receipt
of notice in writing of such death; and (b) with respect to the time and the
prices at which Shares are purchased or sold for a Participant's account. To the
extent that indemnification may apply to liabilities arising under the Act or
the securities laws of a state, the Company has been advised that, in the
opinion of the Commission and certain state securities commissioners, such
indemnification is contrary to public policy and, therefore, unenforceable.

     ix.    Governing Law. This DRP shall be governed by the laws of the State
of Maryland.

                                       B-2


                                   APPENDIX C

[INLAND WESTERN (TM) LOGO]
                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
   INSTRUCTIONS TO SUBSCRIBERS - NOT VALID FOR RESIDENTS OF AZ, NE, OK, AND TX

          Any person desiring to subscribe for our common shares should
          carefully read and review the Prospectus, as supplemented to date, and
          if he/she desires to subscribe for shares, complete the Subscription
          Agreement/Signature Page that follows these instructions. Follow the
          appropriate instructions listed below for the items indicated. Please
          print in ballpoint pen or type the information.

                                 A - INVESTMENT

Item (1)a      Enter the dollars and cents amount of the purchase and the number
               of shares to be purchased. Minimum purchase 300 shares ($3,000).
               Qualified Plans 100 shares ($1,000). (Iowa requires 300 shares
               ($3,000) for IRA accounts; Minnesota requires 200 shares ($2,000)
               for IRA and qualified accounts). Check the box to indicate
               whether this is an initial or an additional investment. The
               "Additional Investment" box must be checked in order for this
               subscription to be combined with another subscription for
               purposes of a volume discount. A COMPLETED SUBSCRIPTION AGREEMENT
               IS REQUIRED FOR EACH INITIAL AND ADDITIONAL INVESTMENT.
Item (1)b      Deferred Commission Option: Please check the box if you have
               agreed with your Soliciting Dealer to elect the Deferred
               Commission Option, as described in the Prospectus, as
               supplemented to date. By electing the Deferred Commission Option,
               you are required to pay only $9.40 per share purchased upon
               subscription. For the next six years, following the year of
               subscription, you will have a sales commission of $0.10 per share
               deducted from and paid out of cash distributions otherwise
               distributable to you. Election of the Deferred Commission Option
               shall authorize the Company to withhold such amounts from cash
               distributions otherwise payable to you and to pay them as
               described in the "Plan of Distribution-Deferred Commission
               Option" section of the Prospectus, as supplemented to date.
Item (1)c      Check the box to indicate whether the Registered Representative
               chooses to purchase common stock net of selling commissions.

                              B - TYPE OF OWNERSHIP

               FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS. please mail the properly
               completed and executed Subscription Agreement/Signature Page and
               your check MADE PAYABLE TO "LBNA/ESCROW AGENT FOR IWRRET" to:
               Inland Securities Corporation, 2901 Butterfield Road, Oak Brook,
               Illinois 60523. Attn: Investor Services. If you have questions,
               please call 800.826.8228. FOR CUSTODIAL OWNERSHIP ACCOUNTS,
               checks should be MADE PAYABLE TO THE CUSTODIAN AND SENT ALONG
               WITH THIS PROPERLY COMPLETED AND EXECUTED FORM TO THE CUSTODIAN.
Item (2)a      Check the appropriate box to indicate the type of entity that is
               subscribing. (Entities for non-custodial ownership accounts
               appear on the left side: entities for custodial ownership
               accounts appear on the right side.) If this is an additional
               purchase, this should be completed exactly the same as previous
               investment. If the entity is a pension or profit sharing plan,
               indicate whether it is taxable or exempt from taxation under
               Section 501A of the Internal Revenue Code. Note: Pension or
               profit sharing plan appears under non-custodial ownership as
               well as custodial ownership -- check non-custodial ownership if
               the plan has a trustee: custodial ownership if the plan has a
               custodian. If you check the Individual Ownership box and you wish
               to designate a Transfer on Death beneficiary, you may check the
               "TOD" box and you must fill out the Transfer on Death Form in
               order to effect the designation.
Item (2)b      Enter the exact name of the custodian or trustee and mailing
               address. IF THIS IS AN ADDITIONAL PURCHASE BY A QUALIFIED PLAN,
               PLEASE USE THE SAME EXACT PLAN NAME AS PREVIOUSLY USED.
Item (2)c      The custodian must complete this box by entering its custodian
               Tax ID number (for tax purposes), custodial account number and
               its telephone number.

                           C - SUBSCRIBER INFORMATION

Item (3)       For non-custodial ownership accounts, enter the exact name in
               which the shares are to be held. For co-subscribers enter the
               names of all subscribers. For custodial ownership accounts, enter
               FBO the name of the subscriber.
Item (4)       Enter mailing address, city, state, and zip code of the
               subscriber. Note: The custodian or trustee of custodial ownership
               accounts is the mailing address or address of record completed in
               Item (2)b.
Item (5)       Enter the residence address if different than the mailing address
               in Item (4). For custodial ownership accounts, enter the
               residence address of the subscriber.
Item (6)       Enter home telephone, business telephone and email address.
Item (7)       Enter birth date of subscriber and co-subscriber, if applicable,
               or date of incorporation.
Item (8)       Enter the Social Security number of subscriber and co-subscriber,
               if applicable. The subscriber is certifying that this number is
               correct. For custodial ownership accounts, enter the subscriber's
               Social Security number (for identification purposes). Enter Tax
               ID number, if applicable.
Item (9}       Check the appropriate box, If the subscriber is a non-resident
               alien, he must apply to the United States Internal Revenue
               Service for an identification number via Form SS-4 for an
               individual or SS-5 for a corporation, and supply the number to
               the Company as soon as it is available.
Item (10)      Check this box if the subscriber is an employee of Inland or an
               individual who has been continuously affiliated with Inland as an
               independent contractor.

                            D - DISTRIBUTION OPTIONS

               CHECK THE APPROPRIATE BOX TO INDICATE DISTRIBUTION OPTIONS FOR
               NON-CUSTODIAL OWNERSHIP ACCOUNTS.
Item (11)a     Check if you desire distributions to be mailed to address of
               record in Section C, Item (4) above.
Item (11)b     Check if you desire to participate in Distribution Reinvestment
               Program.
Item (11)c     If subscriber desires direct deposit of his/her/their cash
               distributions to an account or address other than as set forth in
               the Subscription Agreement/Signature Page, check the preferred
               option and complete the required information. For ACH, indicate
               whether it is a checking or savings account, and enter the name
               of the institution/individual, mailing address, ABA number, and
               account number. MUST ENCLOSE VOIDED CHECK, if applicable. CHECK
               THE APPROPRIATE BOX TO INDICATE DISTRIBUTION OPTIONS FOR
               CUSTODIAL OWNERSHIP ACCOUNTS.
Item (12)a     Check if you desire distributions to be mailed to custodian.
Item (12)b     Check if you desire to participate in Distribution Reinvestment
               Program.

                                  E - SIGNATURE

Item (13)      The Subscription Agreement/signature Page MUST BE EXECUTED by the
               subscriber(s), and if applicable, the trustee or custodian.

                   F - BROKER/DEALER REGISTERED REPRESENTATIVE

Item (14)      Enter the Registered Representative name, address, B/D Rep ID
               number, telephone number, and e-mail address. Also, enter the
               name of the broker/dealer, home office address, and B/D Client
               Account number. By executing the Subscription Agreement/Signature
               Page, the Registered Representative substantiates compliance with
               the conduct rules of the NASD, by certifying that the Registered
               Representative has reasonable grounds to believe, based on
               information obtained from the investor concerning his, her or its
               investment objectives, other investments, financial situation and
               needs and any other information known by such Registered
               Representative, that investment in the Company is suitable for
               such investor in light of his, her or its financial position, net
               worth and other suitability characteristics and that the
               Registered Representative has informed the investor of all
               pertinent facts relating to the liability, liquidity and
               marketability of an investment in the Company during its term.
               The Registered Representative (authorized signature) should sign
               where provided.
Item (14)a     Check the box to indicate whether the broker/dealer agrees to the
               Deferred Commission Option if the subscriber has elected the
               deferred Commission Option; the broker/dealer must sign to
               acknowledge that agreement.
Item (14)b     Check the box to indicate whether the Registered Representative
               chooses to purchase common stock net of selling commissions.

                     G - REGISTERED INVESTMENT ADVISOR (RIA)

Item (15)      Check the box to indicate whether this subscription was solicited
               or recommended by an investment advisor/broker/dealer whose
               agreement with the subscriber includes a fixed or "wrap" fee
               feature for advisory and related brokerage services, and
               accordingly, may not charge the regular selling commission. NO
               SALES COMMISSIONS ARE PAID ON THESE ACCOUNTS. This box must be
               checked in order for such subscriber(s) to purchase shares net of
               the selling commissions.

                                  PAGE 1 OF 4

                                       C-l


                           SUBMISSION OF SUBSCRIPTION

FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS, the properly completed and executed
Subscription Agreement/Signature Page together with a check MADE PAYABLE TO
"LBNA/ESCROW AGENT FOR IWRRET" should be mailed to: Inland Securities
Corporation, 2901 Butterfield Road, Oak Brook, Illinois 60523. Attn: Investor
Services.

FOR CUSTODIAL OWNERSHIP ACCOUNTS, checks should be MADE PAYABLE TO THE CUSTODIAN
AND SENT ALONG WITH THIS PROPERLY COMPLETED AND EXECUTED FORM TO THE CUSTODIAN.

NOTE:    If a person other than the person in whose name the shares will be held
         is reporting the income received from the Company, you must notify the
         Company in writing of that person's name, address and Social Security
         number.

ALL INVESTORS AND THEIR REGISTERED REPRESENTATIVES MUST SIGN THE SUBSCRIPTION
AGREEMENT/SIGNATURE PAGE PRIOR TO TENDERING ANY FUNDS FOR INVESTMENT IN SHARES.

CALIFORNIA INVESTORS

All Certificates representing shares which are sold in the State of California
will bear the following legend conditions. IT IS UNLAWFUL TO CONSUMMATE A SALE
OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.

Any subscriber seeking to purchase shares pursuant to a discount offered by the
Company must submit such request in writing and set forth the basis for the
request. Any such request will be subject to verification by the Company.

Lack of Liquidity: There is no current market for the shares and the investors
may not be able to sell the securities.

                          SPECIAL SUITABILITY STANDARDS

Certain states have imposed special financial suitability standards for
subscribers who purchase shares.

If the subscriber is a resident of Maine, the subscriber must have either: (i) a
minimum net worth (excluding home, home furnishings and automobiles) of
$200,000; or (ii) a minimum annual gross income of $50,000 and a minimum net
worth (exclusive of home, home furnishings and automobiles) of $50,000.

If the subscriber is a resident of Arizona, California, Iowa, Massachusetts,
Michigan, Missouri, Oregon, or Tennessee, the subscriber must have either: (i) a
minimum net worth (excluding home, home furnishings and automobiles) of
$225,000; or (ii) a minimum annual gross income of $60,000 and a minimum net
worth (exclusive of home, home furnishings and automobiles) of $60,000.

In addition, if the subscriber is a resident of Kansas, Missouri, Ohio or
Pennsylvania, the investment may not exceed 10% of the investor's liquid net
worth.

We intend to assert the foregoing representations as a defense in any subsequent
litigation where such assertion would be relevant. We have the right to accept
or reject this subscription in whole or in part, so long as such partial
acceptance or rejection does not result in an investment of less than the
minimum amount specified in the Prospectus. As used above, the singular includes
the plural in all respects if shares are being acquired by more than one person.
As used in this Subscription Agreement, "Inland" refers to Inland Real Estate
Group, Inc. and its affiliates. This Subscription Agreement and all rights
hereunder shall be governed by, and interpreted in accordance with, the laws of
the State of Illinois.

By executing this Subscription Agreement, the subscriber is not waiving any
rights under the federal securities laws.

                                  ACH LANGUAGE

I (we) hereby authorize Inland Western Retail Real Estate Trust, Inc.
("Company") to deposit distributions from my (our) interest in stock of the
Company into the account listed in Section D of Subscription Agreement at the
financial institution indicated in Section D of Subscription Agreement. I
further authorize the Company to debit my account noted in Section D of
Subscription Agreement in the event that the Company erroneously deposits
additional funds to which I am not entitled, provided that such debit shall not
exceed the original amount of the erroneous deposit. In the event that I
withdraw funds erroneously deposited into my account before the Company reverses
such deposit. I agree that the Company has the right to retain any future
distributions that I am entitled until the erroneously deposited amounts are
recovered by the Company.

This authorization is to remain in full force and effect until the Company has
received written notice from me of the termination of this authorization in time
to allow reasonable opportunity to act on it, or until the Company has sent me
written notice of termination of this authorization.

                                   PAGE 2 OF 4

                                       C-2


[INLAND WESTERN(TM) LOGO]

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
         2901 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60523 - 800.826.8228
  SUBSCRIPTION AGREEMENT/SIGNATURE PAGE For Prospectus Dated September 15, 2003

         Please read this Subscription Agreement/Signature Page and the
                      Terms and Conditions before signing.
Subscriber must read the Subscription Instructions. Residents of AZ, NE, OK, and
       TX should use the specific Subscription Agreement for these states.

                                 A - INVESTMENT

(1)a   This subscription is in the amount of $_______ for the purchase of
       _________ shares of Inland Western Retail Real Estate Trust, Inc. at $10
       per share. Minimum initial investment. 300 shares (100 shares for IRA,
       Keogh and qualified plan accounts-Iowa requires 300 Shares for IRA
       accounts; Minnesota requires 200 shares for IRA and qualified plan
       accounts).
       THIS IS AN:  / / INITIAL INVESTMENT  / / ADDITIONAL INVESTMENT A
       completed Subscription Agreement is required for each initial and
       additional investment.
(1)b   / /  CHECK THE BOX TO ELECT THE DEFERRED COMMISSION OPTION. (This
       election must be agreed to by the broker/dealer listed on the following
       page)

(1)c   / /  REGISTERED REPRESENTATIVE NAV PURCHASE

                              B - TYPE OF OWNERSHIP

                             NON-CUSTODIAL OWNERSHIP

               MAKE CHECK PAYABLE TO: LBNA/ESCROW AGENT FOR IWRRET

(2)a   / /  INDIVIDUAL OWNERSHIP - one signature required
       / /  TOD (FILL OUT TOD FORM TO EFFECT DESIGNATION)
       / /  JOINT TENANTS WITH RIGHT OF SURVIVORSHIP - all parties must sign
       / /  COMMUNITY PROPERTY - all parties must sign
       / /  TENANTS IN COMMON - all parties must sign
       / /  TENANTS BY THE ENTIRETY - all parties must sign
       / /  CORPORATE OWNERSHIP - authorized signature required
       / /  PARTNERSHIP OWNERSHIP - authorized signature required
       / /  LLC OWNERSHIP - authorized signature required
       / /  UNIFORM GIFTS TO MINORS ACT - custodian signature required

            STATE OF _________ A CUSTODIAN FOR _________________________________
       / /  PENSION OR PROFIT SHARING PLAN - trustee signature(s) required
            / / TAXABLE / / EXEMPT UNDER SECTION 501A
            NAME OF TRUSTEE OR OTHER ADMINISTRATOR _____________________________

            ____________________________________________________________________

       / /  TRUST - trustee or grantor signature(s) required
            / / TAXABLE / / GRANTOR A OR B  DATE TRUST ESTABLISHED _____________

            NAME OF TRUSTEE OR OTHER ADMINISTRATOR _____________________________

            ____________________________________________________________________

       / /  ESTATE - personal representative signature required
       / /  OTHER (SPECIFY)_____________________________________________________

                               CUSTODIAL OWNERSHIP

MAKE CHECK PAYABLE TO THE CUSTODIAN LISTED BELOW AND SEND ALL PAPERWORK DIRECTLY
                                TO THE CUSTODIAN

(2)a   / / TRADITIONAL IRA - custodian signature required
       / / ROTH IRA - custodian signature required
       / / KEOGH - trustee signature required
       / / SIMPLIFIED EMPLOYEE PENSION/TRUST (S.E.P.) - trustee signature
           required
       / / PENSION OR PROFIT SHARING PLAN - custodian signature required
           / / TAXABLE  / / EXEMPT UNDER SECTION 501A
           NAME OF CUSTODIAN OR OTHER ADMINISTRATOR ____________________________

           _____________________________________________________________________

       / / OTHER (SPECIFY)______________________________________________________

(2)b
       _________________________________________________________________________
           NAME OF CUSTODIAN OR TRUSTEE
       _________________________________________________________________________
           MAILING ADDRESS
       _________________________________________________________________________
           CITY, STATE, ZIP

(2)c   CUSTODIAN INFORMATION TO BE COMPLETED By CUSTODIAN LISTED ABOVE

       CUSTODIAN TAX ID #   ___-_______

       CUSTODIAL ACCOUNT # ________________________

       CUSTODIAN TELEPHONE ___-___-____

                           C - SUBSCRIBER INFORMATION


                              
(3)    SUBSCRIBER
       / / MR. / / MRS. / / MS.  _______________________________________________

       CO-SUBSCRIBER
       / / MR. / / MRS. / / MS.  _______________________________________________

(4)    MAILING ADDRESS           _______________________________________________

       CITY, STATE & ZIP CODE    _______________________________________________

(5)    RESIDENCE ADDRESS
       (if different from above)
       CITY, STATE & ZIP CODE    _______________________________________________

(6)    HOME TELEPHONE            ___-___-____           BUSINESS TELEPHONE ___-___-____

       EMAIL ADDRESS             _______________________________________________

(7)    BIRTH DATE/DATE
       OF INCORPORATION          __/__/____ MM/DD/YYYY  CO-SUBSCRIBER BIRTH __/__/____ MM/DD/YYYY
                                                        DATE

(8)    SOCIAL SECURITY #         ___-__-____            CO-SUBSCRIBER SOCIAL ___-__-____
                                                        SECURITY #
       TAX ID #                  __-_______

(9)    PLEASE INDICATE CITIZENSHIP STATUS
       / / U.S. CITIZEN   / /  RESIDENT ALIEN   / /  NON-RESIDENT ALIEN

(10)   / / EMPLOYEE OR AFFILIATE


                                   PAGE 3 OF 4

                                       C-3


                            D - DISTRIBUTION OPTIONS

                 DISTRIBUTION OPTIONS FOR NON-CUSTODIAL ACCOUNTS

(11)a / /  MAIL TO ADDRESS OF RECORD

(11)b / /  DISTRIBUTION REINVESTMENT PROGRAM: Subscriber elects to participate
           in the Distribution Reinvestment Program described in the Prospectus.

(11)c / /  DISTRIBUTIONS DIRECTED TO:
           / / VIA MAIL COMPLETE INFORMATION BELOW.
           / / VIA ELECTRONIC DEPOSIT (ACH) COMPLETE INFORMATION BELOW. See ACH
               language on page 2 of the instructions. MUST ENCLOSE VOIDED CHECK
               / / CHECKING  / / SAVINGS

       _________________________________________________________________________
           NAME OF BANK, BROKERAGE FIRM OR INDIVIDUAL
       _________________________________________________________________________
           MAILING ADDRESS
       _________________________________________________________________________
           CITY, STATE, ZIP

       ____________________________     ________________________________________
       Bank ABA # (For ACH ONLY)           Account Number-MUST BE FILLED IN
       MUST ENCLOSE VOIDED CHECK

                   DISTRIBUTION OPTIONS FOR CUSTODIAL ACCOUNTS

(12)a / /  MAIL TO CUSTODIAL ACCOUNT

(12)b / /  DISTRIBUTION REINVESTMENT PROGRAM: Subscriber elects to participate
           in the Distribution Reinvestment Program described in the Prospectus.


                                  E - SIGNATURE

(13)   THE UNDERSIGNED CERTIFIES, under Penalties of perjury (i) that the
       taxpayer identification number shown on the Subscription
       Agreement/Signature Page is true, correct and complete, and (ii) that he
       is not subject to backup withholding either because he has not been
       notified that he is subject to backup withholding as a result of a
       failure to report all interest or distributions, or the Internal Revenue
       Service has notified him that he is no longer subject to backup
       withholding.
       The undersigned further acknowledges and/or represents (or in the case of
       fiduciary accounts, the person authorized to sign on such Investor's
       behalf) the following:
       (a) acknowledges receipt, not less than five (5) business days prior to
           the signing of this Subscription Agreement, of the Prospectus of the
           COMPANY RELATING TO THE SHARES, WHEREIN THE TERMS AND CONDITIONS OF
           THE OFFERING OF THE SHARES ARE DESCRIBED, including among other
           things, the restrictions on ownership and transfer of shares, which
           require, under certain circumstances, that a holder of shares shall
           give written notice and provide certain information to the Company.
           (Does not apply to Minnesota residents.)
       (b) represents that I (we) either, (i) have a net worth (excluding home,
           home furnishings and automobiles) of at least $45,000 and estimate
           that (without regard to investment in the Company) I (we) have gross
           income due in the current year of at least $45,000; or (ii) have a
           net worth (excluding home, home furnishings and automobiles) of at
           least $150,000 or such higher suitability as may be required by
           certain states and set forth on page 2 hereof, IN THE CASE OF SALES
           TO FIDUCIARY ACCOUNTS, THE SUITABILITY STANDARDS MUST BE MET BY THE
           BENEFICIARY THE FIDUCIARY ACCOUNT OR BY THE DONOR OR GRANTOR WHO
           DIRECTLY OR INDIRECTLY SUPPLIES THE FUNDS FOR THE PURCHASE OF THE
           SHARES.
       (c) represents that the investor is purchasing the shares for his or her
           own account and if I am (we are) purchasing shares on behalf of a
           trust or other entity of which I am (we are) trustee(s) or authorized
           agent(s) I (we) have due authority to execute the Subscription
           Agreement/Signature Page and do hereby legally bind the trust or
           other entity of which I am (we are) trustee(s) or authorized
           agent(s).
       (d) acknowledges that the shares are not liquid; (not required for
           Minnesota or Maine residents)
       (e) if an Affiliate of the Company, represents that the shares are being
           purchased for investment purposes only and not for immediate resale.

X
------------------------------------      --------------------------------------
SIGNATURE      REGISTERED OWNER           DATE

X
------------------------------------      --------------------------------------
SIGNATURE      CO-OWNER (IF APPLICABLE)   AUTHORIZED SIGNATURE
                                          (CUSTODIAN OR TRUSTEE IF APPLICABLE)

   A SALE OF THE SHARES MAY NOT BE COMPLETED UNTIL AT LEAST FIVE BUSINESS DAYS
             AFTER THE DATE THE SUBSCRIBER RECEIVES THE PROSPECTUS.

                   F - BROKER/DEALER-REGISTERED REPRESENTATIVE

(14)   BROKER/DEALER DATA--completed by selling Registered Representative
       (Please use Rep's address--not home office)


                                                                
       NAME OF REGISTERED                                          B/D REP ID NUMBER #
       REPRESENTATIVE            _____________________________
       / / MR. / / MRS. / / MS.                                    ___-___-____
       MAILING ADDRESS           _____________________________     REGISTERED REPRESENTATIVE'S TELEPHONE
                                                                   HAVE YOU CHANGED BROKER/DEALERS? / / YES  / / NO
       CITY, STATE &
       ZIP CODE                  _____________________________     ------------------------------------------------
                                                                   REGISTERED REPRESENTATIVE'S E-MAIL
       BROKER/DEALER
       NAME                      _____________________________     X
                                                                   ------------------------------------------------
       HOME OFFICE                                                 SIGNATURE--REGISTERED REPRESENTATIVE
       MAILING ADDRESS           _____________________________
                                                                   X
       CITY, STATE &                                               ------------------------------------------------
       ZIP CODE                  _____________________________     SIGNATURE--BROKER/DEALER (IF APPLICABLE)

       B/D CLIENT
       ACCOUNT NUMBER            #


(14)a  / / DEFERRED COMMISSION OPTION: Requires broker/dealer signature:
                                                                         -------
(14)b  / / REGISTERED REPRESENTATIVE NAV PURCHASE

                     G - REGISTERED INVESTMENT ADVISOR (RIA)

(15)   REGISTERED INVESTMENT ADVISOR (RIA) NO SALES COMMISSIONS ARE PAID ON
       THESE ACCOUNTS. / / CHECK ONLY IF investment is made through the RIA in
       its capacity as an RIA and not in its capacity as a Registered
       Representative, if applicable, whose agreement with the subscriber
       includes a fixed or "wrap" fee feature for advisory and related brokerage
       services. If an owner or principal or any member of the RIA firm is an
       NASD licensed Registered Representative affiliated with a broker/dealer,
       the transaction should be conducted through that broker/dealer, not
       through the RIA.

                                   PAGE 4 OF 4

                                       C-4


                                   APPENDIX D

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                         TRANSFER ON DEATH FORM (T.O.D.)

Use this form to designate a T.O.D. beneficiary(ies).
This form is NOT VALID for IRA accounts.

                                                       Please mail this form to:
                                                   Inland Securities Corporation
                                                           2901 Butterfield Road
                                                       Oak Brook, Illinois 60523
                                                         Attn: Investor Services

A.   INVESTOR INFORMATION

1.   Name of registered owner(s), exactly as name(s) appear(s) on stock
     certificate of subscription agreement:

     ___________________________________________________________________________
     ___________________________________________________________________________

2.   Social Security number(s) of registered owner(s):

     ___-___-____
     ___-___-____

3.   Daytime phone number:

     ___-___-____

4.   State of Residence:

     ___________________________________________________________________________

B.   TRANSFER ON DEATH DESIGNATION

I authorize Inland Western Retail Real Estate Trust, Inc. to register all of my
shares of its common stock in beneficiary form, assigning ownership on my death
to my beneficiary(ies). I understand that if more than one beneficiary is
listed, percentages for each must be designated. If percentages are not
designated, the shares will be divided equally. Percentages must equal 100%.

1.   Name of Primary Beneficiary:

     ___________________________________________________________________________

2.   Social Security Number:

     ___-___-____
OR Tax Identification Number:
     __-________

3.   PERCENTAGE: ___%

1.   Name of Primary Beneficiary:

     ___________________________________________________________________________

2.   Social Security Number:

     ___-___-____
OR Tax Identification Number:
     __-________

3.   PERCENTAGE: ___%


C.  SIGNATURE

By signing below, I (we) authorize Inland Western Retail Real Estate Trust, Inc.
to register all of my (our) shares of its common stock in T.O.D. form. The
designation(s) will be effective on the date of receipt. Accordingly, I (we)
hereby revoke any beneficiary designation(s) made previously with respect to my
(our) Inland shares, I (we) have reviewed the information set forth below. I,
(we) agree on behalf of myself (ourselves) and my (our) heirs, assigns,
executors, administrators and beneficiaries to indemnify and hold harmless
Inland Western Retail Real Estate, Inc. and any and all of its affiliates,
agents, successors and assigns, and their respective directors, officers and
employees, from and against any and all claims, liability, damages, actions and
expenses arising directly or indirectly but of or resulting from the transfer of
my (our) shares in accordance with this T.O.D. designation.

I (we) further understand that Inland Western Retail Estate Trust, Inc. cannot
provide any legal advice and I (we) agree to consult with my (our) attorney, if
necessary, to make certain that the T.O.D. designation is consistent with my
(our) estate and tax planning. Sign exactly as the name(s) appear(s) on the
stock certificate or subscription agreement. All registered owners must sign.
THIS AUTHORIZATION FORM IS SUBJECT TO THE ACCEPTANCE OF INLAND WESTERN RETAIL
REAL ESTATE TRUST, INC.

X                                          X
--------------------------------------     -------------------------------------
Signature                         Date     Signature                        Date

TRANSFER ON DEATH INFORMATION

                                       D-1


-    A Transfer on Death (T.O.D.) designation transfers ownership of shares to
     the registered owner's beneficiary(ies) upon death: provided that Inland
     Western Retail Estate Trust, Inc. receives proof of death and other
     documentation it deems necessary or appropriate.

-    Until the death of the account owner(s), the T.O.D. beneficiary(ies) has
     (have) no present interest in, or authority over, the T.O.D. account.

-    A T.O.D. designation will be accepted only (1) where shares are owned by a
     natural person and registered in that individual's name or (2) by two or
     more natural persons as joint tenants with rights of survivorship.

-    Accounts registered to trusts, corporations, charities, and other such
     entities may not declare a T.O.D. designation because they are considered
     perpetual. These entities, however, may be listed as a beneficiary on a
     T.O.D. for accounts registered to a natural person.

-    A T.O.D. designation made by joint tenants with rights of survivorship does
     not take effect until the last of all multiple owners dies. The surviving
     owners may revoke or change the T.O.D. designation at any time.

-    If the beneficiary(ies) does (do) not survive the registered owner(s), the
     shares will be treated as belonging to the decedent's estate.

-    A minor may not be named as a beneficiary.

-    A T.O.D. designation will not be accepted from residents of Louisiana, New
     York, North Carolina or Texas.

-    A T.O.D. designation and all rights related thereto shall be governed by
     the laws of the state of Illinois.

-    A T.O.D. designation may be voided at any time by Inland Western Retail
     Real Estate Trust, Inc., in its sole discretion, if there is any doubt as
     to the validity or effectiveness of a T.O.D. designation.

                 INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

                                       D-2


                                   APPENDIX E1

                               LETTER OF DIRECTION

_________________, 20__



Inland Real Estate Investment Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523

RE:  Registered Investment Advisory Fees
     Account No. ______________ ("Account")

You are hereby instructed and authorized by me to deduct advisory fees payable
to ________________, my registered investment advisor, in the following amount
from my Account, and to pay such amount by wire transfer in immediately
available funds to my registered investment advisor, upon each distribution by
Inland Western Retail Real Estate Trust, Inc. (the "Company") on my Account, as
payment for my registered investment advisor's advisory fees (select only one).

     (1)  $________________; OR

     (2)  _______________% Annual Fee (calculated on a monthly basis) of the
          Asset Value to be paid by the Company on my Account.

I understand and acknowledge that any and all advisory fees payable to my
registered investment advisor are my sole responsibility and you are paying the
amounts directed by me as an accommodation.

This letter shall serve as an irrevocable instruction to you to pay such
advisory fees from my Account until such time as I provide you with written
notice of my election to revoke this instruction.

Sincerely,


                                      E1-1


                                   APPENDIX E2

                              NOTICE OF REVOCATION

__________________, 20__



Inland Real Estate Investment Corporation
2901 Butterfield Road
Oak Brook, Illinois 60523

RE:  Revocation of Instruction
     Account No. _________ ("Account")

This letter shall serve as notice to you of my revocation of my instruction to
you to deduct advisory fees from my Account any pay such fees directly to
_________________, my registered investment advisor, pursuant to my letter to
you dated _____________.

I hereby instruct you to cease any and all future deductions from my Account for
the purpose of such advisory fee payments. I understand and acknowledge that
this revocation will be effective within one business day of receipt by you.

Sincerely,


                                      E2-1


                                   APPENDIX G

                              PRIVACY POLICY NOTICE

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                                 PRIVACY POLICY

OUR COMMITMENT TO PROTECTING YOUR PRIVACY. We consider customer privacy to be
fundamental to our relationship with our shareholders. In the course of
servicing your account, we collect personal information about you ("NONPUBLIC
PERSONAL INFORMATION"). We collect this information to know who you are so that
we can provide you with products and services that meet your particular
financial and investing needs, and to meet our obligations under the laws and
regulations that govern us.

Throughout our history we have been, and we remain, committed to maintaining the
confidentiality, integrity and security of our shareholders' personal
information. It is our policy to respect the privacy of our current and former
shareholders and to protect the personal information entrusted to us. This
Privacy Policy (the "POLICY") describes the standards we follow for handling
your personal information, with the dual goals of meeting your financial needs
while respecting your privacy.

This Policy applies to the Inland family of companies, which includes Inland
Western Retail Real Estate Trust, Inc.

1.   Information We May Collect

We may collect nonpublic personal information about you from three sources:

     -    Information on applications, subscription agreements or other forms.
          This category may include your name, address, tax identification
          number, age, marital status, number of dependents, assets, debts,
          income, employment history, beneficiary information and personal bank
          account information.

     -    Information about your transactions with us, our affiliates and others
          such as: the types of products you purchase, your account balances,
          margin loan history and payment history.

     -    Information obtained from others, such as from consumer credit
          reporting agencies. This may include information about your
          creditworthiness, financial circumstances and credit history,
          including any bankruptcies and foreclosures.

2.   Persons to Whom We May Disclose Information

We may disclose all three types of nonpublic personal information about you to
the unaffiliated third parties and in the circumstances described below, as
permitted by applicable laws and regulations.

     -    Companies with whom we have contracted to provide account-related
          services, such as statement preparation, execution services, custodial
          services, and report preparation. (Every contract with each of these
          service providers prohibits the service provider from disclosing or
          using your nonpublic personal information for any purpose except to
          provide the service for which we have contracted.)

     -    Our lawyers, accountants, auditors, regulators, advisors, and
          quality-control consultants.

     -    If we suspect fraud.

     -    To protect the security of our records, Web site and telephone
          customer service center.

     -    Information you have authorized us to disclose.

3.   Protecting Your Information

                                       G-1


Our employees are required to follow the procedures we have developed to protect
the integrity of your information. These procedures include:

     -    Restricting physical and other access to your nonpublic personal
          information to persons with a legitimate business need to know the
          information in order to service your account.

     -    Contractually obligating third parties doing business with us to
          comply with all applicable privacy and security laws.

     -    Providing information to you only after we have used reasonable
          efforts to assure ourselves of your identity by asking for and
          receiving from you information only you should know.

     -    Maintaining reasonably adequate physical, electronic and procedural
          safeguards to protect your information.

4.   Former Customers

We treat information concerning our former customers the same way we treat
information about our current customers.

5.   Keeping You Informed

We will send you a copy of this Policy annually. We will also send you all
changes to this Policy as they occur. You have the right to "opt out" of this
policy by notifying us in writing.

QUESTIONS? If you have any questions about this Policy, please do not hesitate
to call Roberta Matlin at 630-218-8000.

                                       G-2


                            [INLAND WESTERN(TM) LOGO]
                         Retail Real Estate Trust, Inc.

                            Up to 270,000,000 shares


                  Inland Western Retail Real Estate Trust, Inc.


                                  Common Stock

                                   ----------

                                   PROSPECTUS

                                   ----------

                                    [-], 2004


                          Inland Securities Corporation


     You should rely only on the information contained in this prospectus. No
dealer, salesperson or other person is authorized to make any representations
other than those contained in the prospectus and supplemental literature
authorized by Inland Western Retail Real Estate Trust, Inc. and referred to in
this prospectus, and, if given or made, such information and representations
must not be relied upon. This prospectus is not an offer to sell nor is it
seeking an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale of these securities. You should not assume that the
delivery of this prospectus or that any sale made pursuant to this prospectus
implies that the information contained in this prospectus will remain fully
accurate and correct as of any time subsequent to the date of this prospectus.

     Until, ______ 2004 (40 days after the date of this prospectus), all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealer's obligation to deliver a prospectus when acting as soliciting
dealers with respect to their unsold allotments or subscriptions.



PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 31.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the expenses (other than selling
commissions) incurred by us while issuing and distributing the securities
registered pursuant to this Registration Statement. All amounts other than the
SEC registration fee and NASD filing fee are estimates.



                                                                   Initial Offering     Second Offering
                                                                   ----------------     ----------------
                                                                                  
      Securities and Exchange Commission Registration Fee          $        228,621     $        340,823
      NASD Filing Fee                                              $         31,435     $              -
      Printing and Mailing Expenses                                $        522,749     $              -
      Blue Sky Fees and Expenses                                   $        519,779     $              -
      Legal Fees and Expenses                                      $        548,878     $        111,158
      Accounting Fees and Expenses                                 $        229,183     $        103,593
      Advertising and Sales Literature                             $      4,897,657     $          6,198
      Due Diligence                                                $        344,067     $              -
      Transfer agent fees                                          $        161,909     $              -
      Data processing fees                                         $         67,098     $              -
      Bank fees and other administrative expenses                  $        432,883     $              -
                                                                   ----------------     ----------------
        Total                                                      $      8,020,259     $        561,772  *


* As December 31, 2004

ITEM 32.  SALES TO SPECIAL PARTIES.

     Our employees and associates and those of our affiliates are permitted to
purchase shares net of sales commissions and the marketing contribution and due
diligence expense allowance fee or for $8.95 per share.

ITEM 33.  RECENT SALES OF UNREGISTERED SECURITIES.

     As of March 14, 2005, we have sold the following securities for the
following aggregate offering prices: In March 2003, Inland Western Retail Real
Estate Advisory Services, Inc., the advisor, purchased from us 20,000 shares for
$10 per share, for an aggregate purchase price of $200,000 in connection with
our organization. No sales commissions or other consideration was paid in
connection with such sales The sales were consummated without registration under
the Act in reliance upon Rule 506 of Regulation D and the exemption from
registration in Section 4(2) of the Securities Act as transactions not involving
any public offering.

     Options to purchase an aggregate of 15,000 shares at an exercise price of
$8.95 per share have been granted to the Independent Directors pursuant to the
Independent Director Stock Option Plan (options to purchase 3,000 shares as to
each of the five independent directors plus options for 500 shares each on the
date of the first annual meeting). None of such options have been exercised.
Therefore, no shares have been issued in connection with such options.

                                      II-1


ITEM 34.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article XV of our articles of incorporation provides as follows:

SECTION 3.   INDEMNIFICATION

     (a) Subject to paragraphs (b), (c) and (d) of this Section 3, we shall, to
the fullest extent permitted by Maryland statutory or decisional law, as amended
or interpreted and, without limiting the generality of the foregoing, in
accordance with Section 2-418 of the Maryland General Corporation Law, indemnify
and pay, advance, or reimburse reasonable expenses to any Director, officer,
employee and agent of the Company and the Advisor and its Affiliates (each an
"Indemnified Party").

     (b) As long as we qualify as a REIT, it shall not indemnify nor pay,
advance or reimburse expenses to an Indemnified Party unless: (i) Directors have
determined, in good faith, that the course of conduct which caused the loss or
liability was in our best interests; (ii) the Indemnified Party was acting on
behalf of or performing services on the part of the Company; (iii) such
liability or loss was not the result of negligence or misconduct on the part of
the Indemnified Party except that in the event the Indemnified Party is or was
an Independent Director, such liability or loss shall not have been the result
of gross negligence or willful misconduct; and (iv) such indemnification or
agreement to be held harmless is recoverable only out of our Net Assets and not
from the Stockholders.

     (c) As long as we qualify as a REIT and notwithstanding anything to the
contrary in Section 3(b) of this Article XV, the Company shall not indemnify a
Director, officer, employee or agent of ours or the Advisor or its Affiliates
for losses, liabilities or expenses arising from or out of an alleged violation
of federal or state securities laws by such party unless one or more of the
following conditions are met: (i) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the
particular Indemnified Party; (ii) such claims have been dismissed with
prejudice on the merits by a court of competent jurisdiction as to the
particular Indemnified Party; or (iii) a court of competent jurisdiction
approves a settlement of the claims and finds that indemnification of the
settlement and related costs should be made and the court considering the
request has been advised of the position of the Securities and Exchange
Commission (the "Commission") and the published opinions of any state securities
regulatory authority in which securities of ours were offered or sold as to
indemnification for violations of securities laws.

     (d) We may advance amounts to an Indemnified Party for legal and other
expenses and costs incurred as a result of any legal action for which
indemnification is being sought only in accordance with Section 2-418 of the
Maryland General Corporation Law, and, as long as we qualify as a REIT, only if
all of the following conditions are satisfied: (i) the legal action relates to
acts or omissions with respect to the performance of duties or services by the
Indemnified Party for or on our behalf; (ii) the legal action is initiated by a
third party who is not a Stockholder or the legal action is initiated by a
Stockholder acting in his or her capacity as such and a court of competent
jurisdiction specifically approves such advancement; and (iii) the Indemnified
Party receiving such advances undertakes in writing to repay the advanced funds
to us, together with the applicable legal rate of interest thereon, in cases in
which such party is found not to be entitled to indemnification.

     (e) We shall have the power to purchase and maintain insurance or provide
similar protection on behalf of an Indemnified Party against any liability
asserted which was incurred in any such capacity with us or arising out of such
status; provided, however, that we shall not incur the costs of any liability
insurance which insures any person against liability for which he, she or it
could not be indemnified under these Articles. Nothing contained herein shall
constitute a waiver by any Indemnified Party of any right which he, she or it
may have against any party under federal or state securities laws. We shall also
have power to enter into any contract for indemnity and advancement of expenses
with an officer, employee or agent who is not a Director to such further extent
consistent with law.

                                      II-2


     Our article of incorporation authorize and direct us to indemnify, and pay
or reimburse reasonable expenses to, any director, officer, employee or agent we
employ to the fullest extent provided by Maryland law. The Maryland General
Corporation Law provides that a Maryland corporation may indemnify a director,
officer, employee or agent made a party to any proceeding by reason of service
in that capacity unless it has been established that (1) the act or omission was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty; or (2) the
individual actually received an improper personal benefit in money, property, or
services; or (3) in the case of a criminal proceeding, the individual had
reasonable cause to believe that the act or omission was unlawful.

     The Bylaws provide that neither the amendment, nor the repeal, nor the
adoption of any other provision of the articles of incorporation or the bylaws
will apply to or affect, in any respect, the Indemnitee's right to
indemnification for actions or failures to act which occurred prior to such
amendment, repeal or adoption.

     To the extent that the indemnification may apply to liabilities arising
under the Act, we have been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is contrary to public policy and,
therefore, unenforceable.

     We entered into separate indemnification agreements with each of our
directors and some of our executive officers. The indemnification agreements
require, among other things, that we indemnify the directors and officers to the
fullest extent permitted by law, and advance to the directors and officers all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. We must also indemnify and advance all
expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements and cover directors and officers under our
Directors' and officers' liability insurance, if any. Although the form of
indemnification agreement offers substantially the same scope of coverage
afforded by provisions in the articles of incorporation and the Bylaws, as a
contract, it cannot be unilaterally modified by the board or by the stockholders
to eliminate the rights it provides.

ITEM 35.  TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.

     Inapplicable.

                                      II-3


ITEM 36.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  FINANCIAL STATEMENTS.

   The following financial statements were previously filed as part of the
registration statement in the prospectus and are incorporated herein by
reference:

1.   INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

     (a)  Report of Independent Registered Public Accounting Firm

     (b)  Consolidated Balance Sheet at December 31, 2003 (audited)

     (c)  Consolidated Statement of Operations for the period from March 5, 2003
           (inception) to December 31, 2003 (audited)

     (d)  Consolidated Statement of Stockholders' Equity for the period from
           March 5, 2003 (inception) to December 31, 2003 (audited)

     (e)  Consolidated Statement of Cash Flows for the period from March 5, 2003
           (inception) to December 31, 2003 (audited)

     (f)  Notes to Consolidated Financial Statements (audited)

     (g)  Consolidated Balance Sheets at September 30, 2004 (unaudited) and
           December 31, 2003 (audited)

     (h)  Consolidated Statements of Operations for the three and nine months
           ended September 30, 2004, three months ended September 30, 2003, and
           the period from March 5, 2003 (inception) through September 30, 2003
           (unaudited)

     (i)  Consolidated Statement of Stockholders' Equity for the nine month
           period ended September 30, 2004 (unaudited)

     (j)  Consolidated Statements of Cash Flows for nine months ended September
           30, 2004, and the period from March 5, 2003 (inception) to September
           30, 2003 (unaudited)

     (k)  Notes to Consolidated Financial Statements (unaudited)

     (l)  Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 2004

     (m)  Notes to Pro Forma Consolidated Balance Sheet (unaudited) at September
           30, 2004

     (n)  Pro Forma Consolidated Statement of Operations (unaudited) for the
           nine months ended September 30, 2004

     (o)  Notes to Pro Forma Consolidated Statement of Operations (unaudited)
           for the nine months ended September 30, 2004

     (p)  Pro Forma Consolidated Statement of Operations (unaudited) for the
           year ended December 31, 2003

     (q)  Notes to Pro Forma Consolidated Statement of Operations (unaudited)
           for the year ended December 31, 2003

2.   SHOPS AT PARK PLACE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2002 and nine months ended September 30,
           2003 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2002 and nine months ended
           September 30, 2003 (unaudited)

                                      II-4


3.   DARIEN TOWNE CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2002

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2002

4.   PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES IN 2003:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct 
           Operating Expenses for the year ended December 31, 2003

5.   STONY CREEK MARKETPLACE:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 (unaudited)

6.   HICKORY RIDGE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

7.   CORWEST PLAZA:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from May 29, 2003 through December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from May 29, 2003 through December 31, 2003

8.   METRO SQUARE CENTER (SUPERVALUE) :

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

9.   LARKSPUR LANDING:

     (a)  Independent Auditors' Report

                                      II-5


     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

10.  NORTH RANCH PAVILION:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

11.  LA PLAZA DEL NORTE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

12.  MACARTHUR CROSSING:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

13.  PROMENADE AT RED CLIFF:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

14.  PEORIA CROSSINGS:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

15.  DORMAN CENTRE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

                                      II-6


16.  HERITAGE TOWNE CROSSING:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

17.  PARADISE VALLEY MARKETPLACE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

18.  BEST ON THE BOULEVARD:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

19.  BLUEBONNET PARC:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

20.  NORTH RIVERS TOWN CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of October 1, 2003 (commencement of operations) to
           December 31, 2003 and the three months ended March 31, 2004
           (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the period of October 1, 2003 (commencement of
           operations) to December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

21.  ARVADA MARKETPLACE AND CONNECTION:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

     (c)  Notes to Combined Historical Summary of Gross Income and Direct 
           Operating Expenses for the year ended December 31, 2003 and the three
           months ended March 31, 2004 (unaudited)

                                      II-7


22.  EASTWOOD TOWNE CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

23.  WATAUGA PAVILION:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of August 15, 2003 (commencement of operations) to
           December 31, 2003 and the three months ended March 31, 2004
           (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of August 15, 2003 (commencement of
           operations) to December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

24.  NORTHPOINTE PLAZA:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

25.  PLAZA SANTA FE II:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

26.  PINE RIDGE PLAZA:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003

27.  HUEBNER OAKS CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the three months ended March 31,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the three months
           ended March 31, 2004 (unaudited)

                                      II-8


28.  JOHN'S CREEK VILLAGE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from September 21, 2003 (commencement of operations) to
           December 31, 2003 and the six months ended June 30, 2004 (unaudited)
           December 31, 2003 and the six months ended June 30, 2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the period from September 21, 2003 (commencement of
           operations) to December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

29.  LAKEWOOD TOWN CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

30.  FULLERTON METROCENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

31.  DAVIS TOWNE CROSSING:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from July 18, 2003 (commencement of operations) to
           December 31, 2003 and the six months ended June 30, 2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the period from July 18, 2003 (commencement of
           operations) to December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

32.  NORTHGATE NORTH:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

33.  CRANBERRY SQUARE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

                                      II-9


     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

34.  GATEWAY PLAZA SHOPPING CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

35.  SAFEWAY PLAZA AT MARYSVILLE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

36.  FORKS TOWN CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

37.  CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE
     JOINT VENTURE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA
     HOLDINGS, LLC:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct
           Operating Expenses for the year ended December 31, 2003 and the six
           months ended June 30, 2004 (unaudited)

38.  THE SHOPS AT BOARDWALK:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from May 30, 2003 (commencement of operations) to December
           31, 2003 and the six months ended June 30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from May 30, 2003 (commencement of
           operations) to December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

39.  MANCHESTER MEADOWS:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

                                      II-10


     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

40.  GOVERNOR'S MARKETPLACE:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct
           Operating Expenses for the year ended December 31, 2003 and the six
           months ended June 30, 2004 (unaudited)

41.  MITCHELL RANCH PLAZA:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from June 30, 2003 (commencement of operations) to
           December 31, 2003 and the six months ended June 30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from June 30, 2003 (commencement of
           operations) to December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

42.  THE COLUMNS:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from October 8, 2003 (commencement of operations) to
           December 31, 2003 and the six months ended June 30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from October 8, 2003 (commencement of
           operations) to December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

43.  SAUCON VALLEY SQUARE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

44.  LINCOLN PARK:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the six months ended June 30,
           2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the six months
           ended June 30, 2004 (unaudited)

45.  SHOPPES AT PROMINENCE POINT:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of March 1, 2004 (commencement of operations) through June
           30, 2004 (unaudited)

                                      II-11


     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of March 1, 2004 (commencement of operations)
           through June 30, 2004 (unaudited)

46.  LOW COUNTRY VILLAGE:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of February 1, 2004 (commencement of operations) through
           June 30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of February 1, 2004 (commencement of
           operations) through June 30, 2004 (unaudited)

47.  SHOPPES AT DALLAS:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of March 1, 2004 (commencement of operations) through June
           30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of March 1, 2004 (commencement of operations)
           through June 30, 2004 (unaudited)

48.  DORMAN CENTRE - PHASE II:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of March 15, 2004 (commencement of operations) through
           June 30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of March 15, 2004 (commencement of
           operations) through June 30, 2004 (unaudited)

49.  VILLAGE SHOPPES AT SIMONTON:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of May 1, 2004 (commencement of operations) through June
           30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of May 1, 2004 (commencement of operations)
           through June 30, 2004 (unaudited)

50.  HARVEST TOWN CENTER:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of March 15, 2004 (commencement of operations) through
           June 30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of March 15, 2004 (commencement of
           operations) through June 30, 2004 (unaudited)

51.  BED, BATH & BEYOND PLAZA:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of March 3, 2004 (commencement of operations) through June
           30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of March 3, 2004 (commencement of operations)
           through June 30, 2004 (unaudited)

52.  AZALEA SQUARE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of July 4, 2003 (commencement of operations) through
           December 31, 2003 and the nine months ended September 30, 2004
           (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of July 4, 2003 (commencement of operations)
           through December 31, 2003 and the nine months ended
           September 30, 2004

                                      II-12


           (unaudited)

53.  PROPERTIES ACQUIRED FROM BAYER PROPERTIES, INC:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct 
           Operating Expenses for the year ended December 31, 2003 and the nine 
           months ended September 30, 2004 (unaudited)

54.  DENTON TOWN CROSSING:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of August 11, 2003 (commencement of operations) through
           December 31, 2003 and the nine months ended September 30, 2004
           (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period of August 11, 2003 (commencement of
           operations) through December 31, 2003 and the nine months ended
           September 30, 2004 (unaudited)

55.  THE PROPERTIES ACQUIRED FROM DONAHUE SCHRIBER:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct 
           Operating Expenses for the year ended December 31, 2003 and the nine 
           months ended September 30, 2004 (unaudited)

56.  GURNEE TOWN CENTRE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

57.  WINCHESTER COMMONS:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

58.  MANSFIELD TOWNE CENTRE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period of July 23, 2003 (commencement of operations) through
           December 31, 2003 and the nine months ended September 30, 2004
           (unaudited)

                                      II-13


     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the July 23, 2003 (commencement of operations) through
           December 31, 2003 and the nine months ended September 30, 2004
           (unaudited)

59.  FOX CREEK VILLAGE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the November 12, 2003 (commencement of operations) through December
           31, 2003 and the nine months ended September 30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the November 12, 2003 (commencement of operations)
           through December 31, 2003 and the nine months ended September 30,
           2004 (unaudited)

60.  GATEWAY PAVILION:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from February 15, 2003 (commencement of operations) to
           December 31, 2003 and the nine months ended September 30, 2004
           (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from February 15, 2003 (commencement of
           operations) to December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

61.  NORTHWOODS SHOPPING CENTER:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

62.  OSWEGO COMMONS:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

63.  LAKE MARY POINTE:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

64.  PUBLIX CENTER - MT. PLEASANT:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from April 18, 2004 (commencement of operations) to
           September 30, 2004 (unaudited)

                                      II-14


     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from April 18, 2004 (commencement of
           operations) to September 30, 2004 (unaudited)

65.  FIVE FORKS:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the for the year ended December 31, 2003 and the nine months ended
           September 30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

66.  GATEWAY STATION

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the period from June 21 2004 (commencement of operations) to
           September 30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the period from June 21, 2004 (commencement of
           operations) to September 30, 2004 (unaudited)

67.  SHOPS AT FOREST COMMONS:

     (a)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (b)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

68.  SOUTHLAKE TOWN SQUARE:

     (a)  Independent Auditors' Report

     (b)  Historical Summary of Gross Income and Direct Operating Expenses for
           the year ended December 31, 2003 and the nine months ended September
           30, 2004 (unaudited)

     (c)  Notes to the Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

69.  THE PROPERTIES ACQUIRED FROM EASTERN RETAIL HOLDINGS, LP:

     (a)  Independent Auditors' Report

     (b)  Combined Historical Summary of Gross Income and Direct Operating
           Expenses for the year ended December 31, 2003 and the nine months
           ended September 30, 2004 (unaudited)

     (c)  Notes to the Combined Historical Summary of Gross Income and Direct 
           Operating Expenses for the year ended December 31, 2003 and the nine 
           months ended September 30, 2004 (unaudited)

The following financial statements are included as part of Post Effective
Amendment No. 1:

 1.  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

 (a)  Reports of Independent Registered Public Accounting Firm

 (b)  Consolidated Balance Sheets at December 31, 2004 and 2003

 (c)  Consolidated Statements of Operations for the year ended December 31, 2004
 and the period from March 5, 2003 (inception) through December 31, 2003

                                      II-15


 (d)  Consolidated Statement of Stockholders' Equity for the year ended December
 31, 2004 and for the period from March 5, 2003 (inception) to December 31, 2003

 (e)  Consolidated Statements of Cash Flows for the year ended December 31, 2004
 and the period from March 5, 2003 (inception) to December 31, 2003

 (f) Notes to Consolidated Financial Statements

 (g) Real Estate and Accumulated Depreciation (Schedule III)

 (h) Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2004

 (i) Notes to Pro Forma Consolidated Balance Sheet (unaudited) at December 31,
      2004

 (j) Pro Forma Consolidated Statement of Operations (unaudited) for the year
      ended December 31, 2004

 (k) Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the
      year ended December 31, 2004

 2.  HENRY TOWN CENTER:

 (a)  Independent Auditors' Report

 (b)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2003 and the nine months ended September 30, 2004
      (unaudited)

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2003 and the nine months ended
      September 30, 2004 (unaudited)

 3.  THE PROPERTIES ACQUIRED FROM CERUZZI HOLDINGS:

 (a)  Independent Auditors' Report

 (b)  Combined Historical Summary of Gross Income and Direct Operating Expenses
      for the year ended December 31, 2004

 (c)  Notes to the Combined Historical Summary of Gross Income and Direct
      Operating Expenses for the year ended December 31, 2004

 4.  PROPERTIES ACQUIRED FROM FFI AMERICAN MARKET FUND, L.P.:

 (a)  Independent Auditors' Report

 (b)  Combined Historical Summary of Gross Income and Direct Operating Expenses
      for the year ended December 31, 2004

 (c)  Notes to the Combined Historical Summary of Gross Income and Direct
      Operating Expenses for the year ended December 31, 2004

 5.  SHOPPES AT LAKE ANDREW:

 (a)  Independent Auditors' Report

 (b)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004

 6.  MESA FIESTA:

 (a)  Independent Auditors' Report

                                      II-16


 (b)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004

 7.  MIDTOWN CENTER:

 (a)  Independent Auditors' Report

 (b)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004

 8.  TRENTON CROSSING:

 (a)  Independent Auditors' Report

 (b)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004

 9.  PROPERTIES ACQUIRED FROM WEBER & COMPANY:

 (a)  Independent Auditors' Report

 (b)  Combined Historical Summary of Gross Income and Direct Operating Expenses
      for the year ended December 31, 2004

 (c)  Notes to the Combined Historical Summary of Gross Income and Direct
      Operating Expenses for the year ended December 31, 2004

 10. MCALLEN SHOPPING CENTER:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004 (unaudited)

 11. 23RD STREET PLAZA:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004 (unaudited)

 12. PHENIX CROSSING:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      period from July 1, 2004 (commencement of operations) through December 31,
      2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the period from July 1, 2004 (commencement of operations)
      through December 31, 2004 (unaudited)

 13. MAGNOLIA SQUARE:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      period from February 1, 2004 (commencement of operations) through December
      31, 2004 (unaudited)

                                      II-17


 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the period from February 1, 2004 (commencement of operations)
      through December 31, 2004 (unaudited)

 14. COTTAGE PLAZA:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      period from November 1, 2004 (commencement of operations) through December
      31, 2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the period from November 1, 2004 (commencement of operations)
      through December 31, 2004 (unaudited)

 15. VILLAGE AT QUAIL SPRINGS:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004 (unaudited)

 16. HOLLIDAY TOWN CENTER:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      year ended December 31, 2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004 (unaudited)

17. HIGH RIDGE CROSSING:

 (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
      period from May 17, 2004 (commencement of operations) through December 31,
      2004 (unaudited)

 (b)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the period from May 17, 2004 (commencement of operations)
      through December 31, 2004 (unaudited)

18. STATELINE STATION:

 (a)  Independent Auditors' Report

 (b)  Historical Summary of Gross Income and Direct Operating Expenses for year
      ended December 31, 2004

 (c)  Notes to the Historical Summary of Gross Income and Direct Operating
      Expenses for the year ended December 31, 2004

                                      II-18


(b) EXHIBITS.



       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    1.1**********        Form of Dealer Manager Agreement by and between Inland Western Retail Real Estate Trust, Inc. and Inland
                         Securities Corporation.

    1.2**********        Form of Soliciting Dealers Agreement by and between Inland Securities Corporation and the Soliciting
                         Dealers.

    3.1**********        First Amended and Restated Articles of Incorporation of Inland Western Retail Real Estate Trust, Inc.

    3.2*                 Bylaws of Inland Western Retail Real Estate Trust, Inc.

    3.2. X3              Second Amended and Restated Bylaws of Inland Western Retail Real Estate Trust, Inc. as of February 11,
                         2005

    4.1*                 Specimen Certificate for the Shares.

    5**********          Opinion of Duane Morris LLP as to the legality of the Shares being registered.

    8**********          Opinion of Duane Morris LLP as to tax matters.

    10.1**               Form of Escrow Agreement by and among Inland Western Retail Real Estate Trust, Inc., Inland Securities
                         Corporation and LaSalle Bank National Association.

    10.2**               Form of Advisory Agreement by and between Inland Western Retail Real Estate Trust, Inc. and Inland
                         Western Retail Real Estate Advisory Services, Inc.

    10.2.1 X3            Amended and Restated Advisory Agreement dated December 28, 2004

    10.2.2 X3            Second Amended and Restated Advisory Agreement dated December 28, 2004

    10.3**               Form of Master Management Agreement, including the form of Management Agreement for each Property by and
                         between Inland Western Retail Real Estate Trust, Inc. and Inland Western Property Management Corp.

    10.4**               Property Acquisition Service Agreement by and among Inland Western Retail Real Estate Trust, Inc.,
                         Inland Western Retail Real Estate Advisory Services, Inc., Inland Real Estate Corporation, Inland Real
                         Estate Advisory Services, Inc., and Inland Real Estate Acquisitions, Inc.

    10.4.1 X3            Property Acquisition Agreement dated February 10, 2005 by and between Inland Real Estate Acquisitions,
                         inc, Inland Western Retail Real Estate Trust, Inc., and Inland Western Retail Real Estate Advisory
                         Services, Inc.

    10.5*                Independent Director Stock Option Plan.

    10.6*                Indemnification Agreement by and between Inland Western Retail Real Estate Trust, Inc. and its directors
                         and executive officers.

    10.7**               Purchase and Sale Agreement (Re: Peoria Station) dated January 31, 2003.

    10.8***              Assignment of Purchase and Sale Agreement (Re: Peoria Station) dated June 3, 2003.

    10.9****             Share Repurchase Plan.

    10.10*****           Agreement for Purchase and Sale (Re: Stony Creek) dated November 11, 2003.

    10.11*****           Real Property Purchase Agreement (Re: Plaza 205 and Mall 205) dated December 3, 2003.


                                      II-19




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.12*****           Amended Real Estate Purchase Contract (Re: Edmond Oklahoma Eckerd Drug Store) dated November 11, 2003.

    10.13*****           Amended Real Estate Purchase Contract (Re: Norman Oklahoma Eckerd Drug Store) dated November 11, 2003.

    10.14******          Sale-Purchase Agreement Contract (Re: Shops at Park Place) dated September 5, 2003.

    10.15******          Assignment of Contract (Re: Shops at Park Place) dated September 23, 2003.

    10.16******          Assignment of Membership Interests (Re: Shops at Park Place) dated October 31, 2003.

    10.17******          Promissory Note (Re: Shops at Park Place) dated October 31, 2003.

    10.18******          Loan Agreement (Re: Shops at Park Place) dated October 31, 2003.

    10.19******          Post Closing Agreement (Re: Shops at Park Place) dated October 31, 2003.

    10.20******          Purchase and Sale Agreement (Re: Darien Towne Center) dated November 12, 2003.

    10.21******          Purchase and Sale Agreement (Re: Shaws Supermarkets- New Britain) dated November 20, 2003.

    10.22******          Agreement Relating to PetsMart Claims (Re: Darien Towne Center) dated December 18, 2003.

    10.23******          Agreement Relating to Irv's Lease (Re: Darien Towne Center) dated December 18, 2003.

    10.24******          Amended Purchase Agreement (Re: Newnan Crossing) dated December 18, 2003.

    10.25******          Mortgage Note $10M (Re: Darien Towne Center) dated December 19, 2003.

    10.26******          Mortgage Note $6.5M (Re: Darien Towne Center) dated December 19, 2003.

    10.27******          Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing (Re: Darien
                         Towne Center) dated December 19, 2003.

    10.28******          Related Agreement (Re: Darien Towne Center) dated December 19, 2003.

    10.29******          Assignment (Re: Darien Towne Center) dated December 19, 2003.

    10.30******          Partial Assignment and Assumption of Purchase and Sale Agreement (Re: Shaws Supermarket - New Britain)
                         dated December 30, 2003.

    10.31******          Amended Purchase Agreement (Re: Pavilion at Kings Grant) dated December 31, 2003.

    10.32******          Post Closing and Indemnity Agreement (Re: Pavilion at Kings Grant) dated December 31, 2003.

    10.33******          Mortgage Note (Re: CorWest Plaza) dated January 1, 2004.

    10.34******          Mortgage, Assignment of Leases and Rents and Security Agreement (Re: CorWest Plaza) dated January 1,
                         2004.

    10.35******          Guaranty Agreement (Re: CorWest Plaza) dated January 1, 2004.

    10.36******          Letter Agreement (Re: Stoney Creek Marketplace) dated January 5, 2004.

    10.37******          Mortgage Note (Re: Stoney Creek Marketplace) dated January 5, 2004.

    10.38******          Mortgage, Assignment of Leases and Rents and Security Agreement (Re: Stoney Creek Marketplace) dated
                         January 5, 2004.


                                      II-20




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.39******          Amended Contract of Sale (Re: La Plaza Del Norte) dated January 16, 2004.

    10.40******          Promissory Note (Re: Hickory Ridge) dated January 23, 2004.

    10.41******          Post Closing Agreement (Re: Hickory Ridge) dated January 2004.

    10.42******          Loan Agreement (Re: Hickory Ridge) dated January 23, 2004.

    10.43******          Amended and Restated Promissory Noted (Re: Shops at Park Place and Shaws Supermarket - New Britain)
                         dated January 2004.

    10.44******          Promissory Note (Re: Shops at Park Place and Shaws Supermarket - New Britain) dated January 2004.

    10.45******          Open-End Mortgage and Security Agreement (Re: Shops at Park Place and Shaws Supermarket - New Britain)
                         dated January 2004.

    10.46******          Loan Agreement (Re: Shops at Park Place and Shaws Supermarket - New Britain) dated January 2004.

    10.47******          Guaranty Agreement Regarding Cross-Collateralization (Re: Shops at Park Place) dated January 2004.

    10.48******          Guaranty Agreement Regarding Cross-Collateralization (Re: Shaws Supermarket - New Britain) dated
                         January 2004.

    10.49******          Notice of Final Agreement (Re: La Plaza Del Norte) dated February 2004.

    10.50******          Secured Promissory Note Loan No. 753821 (Re: La Plaza Del Norte) dated February 2004.

    10.51******          Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753821 (Re: La Plaza Del Norte)
                         dated February 2004.

    10.52******          Guaranty Loan No, 753821 (Re: La Plaza Del Norte) dated February 2004.

    10.53*******         Amended Purchase and Sale Agreement (Re: CorWest Plaza) dated October 8, 2003.

    10.54*******         Assignment and Assumption of Purchase and Sale Agreement (Re: CorWest Plaza) dated January 5, 2004.

    10.55*******         Amended Purchase and Sale Agreement (Re: Metro Square Center) dated January 16, 2004.

    10.56*******         Assignment and Assumption of Letter Agreement (Re: Metro Square Center) dated January 20, 2004.

    10.57*******         Reinstatement of and Amendment to Purchase and Sale Agreement (Re: North Ranch Pavilions) dated January
                         14, 2004.

    10.58*******         Assignment and Assumption of Purchase and Sale Agreement (Re: North Ranch Pavilions) dated January 15,
                         2004.

    10.59*******         Letter Agreement (Re: MacArthur Crossing) dated November 20, 2003.

    10.60*******         Assignment of Contract (Re: MacArthur Crossing) dated February 2004.

    10.61*******         Secured Promissory Note Loan No. 753820 (Re: Larkspur Landing) dated January 30, 2004.

    10.62*******         Deed of Trust, Security Agreement and Assignment of Rents (Re: Larkspur Landing) dated January 30, 2004.

    10.63*******         Guaranty Loan No. 753820 (Re: Larkspur Landing) dated January 30, 2004.

    10.64*******         Amended Option to Purchase Partnership Interests (Re: Hickory Ridge) dated December 23, 2003.


                                      II-21




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.65*******         Assignment (Re: La Plaza Del Norte) dated January 21, 2004.

    10.66*******         Purchase and Sale Agreement (Re: Larkspur Landing) dated December 12, 2003.

    10.67*******         Assignment (Re: Larkspur Landing) dated January 14, 2004.

    10.68*******         Amended Letter Agreement Offer to Purchase (Re: The Promenade at Red Cliff) dated February 13, 2004.

    10.69********        Agreement of Sale (Re: Peoria Crossing) dated January, 2004

    10.70********        Letter Agreement to Purchase (Re: Heritage Towne Crossing) dated January 8, 2004.

    10.71*********       Secured Promissory Note Loan No. 753865 (Re: Pavilion at King's Grant) dated April 6, 2004.

    10.72*********       Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753865 (Re: Pavilion at King's Grant)
                         dated April 6, 2004.

    10.73*********       Guaranty Loan No. 753865 (Re: Pavilion at King's Grant) dated April 6, 2004.

    10.74*********       Guaranty - II  Loan No. 753865 (Re: Pavilion at King's Grant) dated April 6, 2004.

    10.75*********       Assignment of Contract (Re: Hickory Ridge ) dated January 9, 2004.

    10.76*********       Promissory Note Loan No. 6518303 (Re: Metro Square Center) dated March 26, 2004.

    10.77*********       Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Loan No. 6518303
                         (Re: Metro Square Center) dated March 26, 2004.

    10.78*********       Non-Recourse Guaranty Agreement Loan No. 6518303 (Re: Metro Square Center) dated March 26, 2004.

    10.79*********       Payment Guaranty Agreement Loan No. 6518303 (Re: Metro Square Center) dated March 26, 2004.

    10.80*********       Secured Promissory Note Loan No. 753864 (Re: MacArthur Crossing) dated March 26, 2004.

    10.81*********       Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753864 (Re: MacArthur Crossing) dated
                         March 26, 2004.

    10.82*********       Guaranty Loan No. 753864 (Re: MacArthur Crossing) dated March 26, 2004.

    10.83*********       Promissory Note Loan No. 57968 (Re: Promenade at Red Cliff) dated April 8, 2004.

    10.84*********       Exceptions to Non-Recourse Guaranty Agreement Loan No. 57968 (Re: Promenade at Red Cliff) dated April 8,
                         2004.

    10.85*********       Loan Agreement No. 57968 (Re: Promenade at Red Cliff) dated April 8, 2004.

    10.86*********       Post Closing and Indemnity Agreement (Re: Heritage Towne Crossing) dated March 5, 2004.

    10.87*********       Vacancy Escrow Agreement (Re: Heritage Towne Crossing) dated March 5, 2004.

    10.88*********       General Assignment (Re: Heritage Towne Crossing) dated March 5, 2004.

    10.89*********       Assignment of Contract (Re: Heritage Towne Crossing) dated March 5, 2004.

    10.90*********       Assignment of Contract (Re: Dorman Center) dated December 29, 2003.

    10.92*********       Dorman Center Pier 1 Escrow (Re: Dorman Center) dated March 4, 2004.


                                      II-22




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.93*********       Dorman Center Escrow (Re: Dorman Center) dated March 4, 2004.

    10.94*********       Mortgage Note Loan No. 6518291 (Re: Dorman Center) dated April 9, 2004.

    10.95*********       Mortgage, Assignment of Leases and Rents and Security Agreement (Re: Dorman Center) dated April 9, 2004.

    10.96*********       Transitional Security (Phase II) Reserve Agreement (Re: Dorman Center) dated April 9, 2004,

    10.97*********       Guaranty Agreement Loan No. 6518291 (Re: Dorman Center) dated April 9, 2004.

    10.98*********       Promissory Note: (Re: Heritage Towne Crossing) dated April 26, 2004.

    10.99*********       Promissory Note: (Re: Eckerds - Edmond, OK.) dated April 26, 2004.

    10.100********       Promissory Note: (Re: Eckerds - Norman, OK.) dated April 26, 2004.

    10.101********       Loan Agreement (Re: Heritage Towne Crossing, Eckerds - Edmond, OK. And Eckerds - Norman, OK.) dated
                         April 26, 2004.

    10.102********       Post-Closing Agreement (Re: Heritage Towne Crossing, Eckerds - Edmond, OK. And Eckerds - Norman, OK.)
                         dated April 26, 2004.

    10.103********       Guaranty Agreement Regarding Cross-Collateralization (Re: Heritage Towne Crossing) dated April 26, 2004.

    10.104********       Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds - Edmond, OK.) dated April 26, 2004.

    10.105********       Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds - Norman, OK.) dated April 26, 2004.

    10.106********       Assignment of Contract (Re: Promenade at Red Cliff) dated February 13, 2004.

    10.107********       Assignment of Contract (Re: Peoria Crossings) dated March 3, 2004.

    10.108********       Post Closing Agreement (Re: Peoria Crossings) dated March 3, 2004.

    10.109********       Master Lease Escrow Agreement (Re: Peoria Crossings) dated February 4, 2004.

    10.110********       Tax Proration Agreement (Re: Peoria Crossings) dated March 3, 2004.

    10.111********       Promissory Note Loan No. 10023006 (Re: Peoria Crossings) dated March 5, 2004.

    10.112********       Loan Agreement -Loan No. 10023006 (Re: Peoria Crossings) dated March 5, 2004.

    10.113********       Assignment of Contract (Re: Paradise Valley Marketplace) dated April 8, 2004.

    10.114********       Revised Letter Agreement to Purchase (Re: Paradise Valley Marketplace) dated January 21, 2004.

    10.115********       Escrow Agreement (Re: Paradise Valley Marketplace) dated April 8, 2004.

    10.116********       Assignment and Assumption of Purchase and Sale Agreement (Re: Best on the Boulevard) dated April 4,
                         2004.

    10.117********       Post-Closing Agreement (Re: Best on the Boulevard) dated April 14, 2004.

    10.118********       Amended Purchase and Sale Agreement (Re: Best on the Boulevard) dated March 29, 2004.


                                      II-23




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.119********       Assignment and Assumption of Purchase and Sales Agreement (Re: Bluebonnet Parc) dated April 21, 2004.

    10.120********       Escrow Agreement (Re: Bluebonnet Parc) dated April 22, 2004.

    10.121********       Letter Agreement to Purchase (Re: Bluebonnet Parc) dated February 4, 2004.

    10.122********       Loan Agreement (Re: Bluebonnet Parc) dated May 7, 2004.

    10.123********       Assignment and Assumption of Agreement for Purchase and Sale (Re: Alison's Corner) dated April 20, 2004.

    10.124********       Post Closing Agreement (Re: Alison's Corner) dated April 28, 2004.

    10.125********       Amended Purchase and Sale Agreement (Re: Alison's Corner) dated April 23, 2004.

    10.126********       Promissory Note (Re: Alison's Corner) dated May 10, 2004.

    10.127********       Loan Agreement (Re: Alison's Corner) dated May 10, 2004.

    10.128********       Letter Agreement Regarding Escrow (Re: Alison's Corner) dated May 10, 2004.

    10.129********       Post-Closing Agreement (Re: Alison's Corner) dated May 10, 2004.

    10.130********       Assignment and Assumption of Purchase and Sales Agreement (Re: North Rivers Town Center) dated April 27,
                         2004.

    10.131********       Post-Closing Agreement (Re: North Rivers Town Center) dated April 2004.

    10.132********       Amended Agreement for Purchase and Sale (Re: North Rivers Town Center) dated April 26, 2004.

    10.133********       Assignment and Assumption of Purchase and Sales Agreement (Re: Eastwood Towne Center) dated May 12,
                         2004.

    10.134********       Revised Letter Agreement (Re: Eastwood Towne Center) dated March 29, 2004.

    10.135********       Master Fund Escrow Agreement (Eastwood Towne Center) dated May 13, 2004.

    10.136********       Holdback Agreement (Re: Eastwood Towne Center) dated May 13, 2004.

    10.137********       Bill of Sale, Assignment and Assumption of Contracts (Re: Eastwood Towne Center) dated May 13, 2004.

    10.138********       Assignment and Assumption of Purchase and Sales Agreement (Re: Arvada Connection and Arvada Marketplace)
                         dated April 28, 2004.

    10.139********       Bill of Sale, Assignment and Assumption of Contracts (Re: Arvada Connection and Arvada Marketplace)
                         dated April 29, 2004.

    10.140********       Purchase and Sale Agreement (Re: Arvada Connection and Arvada Marketplace) dated March 31, 2004.

    10.141********       Escrow Agreement (Re: Arvada Connection and Arvada Marketplace) dated April 29, 2004.

    10.142********       Redevelopment Agreement (Re: Arvada Connection and Arvada Marketplace) dated April 28, 2004.

    10.144********       Assignment of Contract (Re: Watauga Pavilion) dated May 20, 2004.

    10.145********       Amended Purchase and Sale Agreement (Re: Watauga Pavilion) dated May 11, 2004.


                                      II-24




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.146********       Post-Closing Escrow and Master Lease Agreement (Re: Watauga Pavilion) dated May 21, 2004.

    10.147********       CAM Reconciliation Escrow Agreement (Re: Northpointe Plaza) dated May 2004.

    10.148********       Reinstatement of and First Amendment to Agreement of Purchase and Sale (Re: Northpointe Plaza) dated
                         April 2004.

    10.149********       Vacancy Escrow Agreement (Re: Northpointe Plaza) dated May 2004.

    10.150********       Promissory Note - Loan No. 58108 (Re: Paradise Valley Marketplace) dated June 3, 2004.

    10.151********       Loan Agreement - Loan No. 58108 (Re: Paradise Valley Marketplace) dated June 3, 2004.

    10.152********       Promissory Note (Re: North Rivers Town Center) dated June 3, 2004.

    10.153********       Mortgage and Security Agreement (Re: North Rivers Town Center) dated June 3, 2004.

    10.154********       Post-Closing Agreement (Re: North Rivers Town Center) dated June 3, 2004.

    10.155********       Real Estate Purchase and Leaseback Agreement (Re: Eckerds - Kill Devil Hills, NC) dated March 18, 2004.

    10.156********       Real Estate Purchase and Leaseback Agreement (Re: Eckerds - Greer, SC) dated April 1, 2004.

    10.157********       Real Estate Purchase and Leaseback Agreement (Re: Eckerds - Columbia, SC) dated March 18, 2004.

    10.158********       Real Estate Purchase and Leaseback Agreement (Re: Eckerds - Crossville, TN) dated March 18, 2004.

    10.159*******        Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing Loan No. 58108
                         (Re: Peoria Crossing) dated June 3, 2004.

    10.160*******        Loan Agreement (Re: North Rivers Town) dated June 3, 2004.

    10.161*******        Secured Promissory Note Loan No. 753946 (Re: Arvada Marketplace) dated June 17, 2004.

    10.162*******        Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753946 (Re: Arvada Marketplace) dated
                         June 17, 2004.

    10.163*******        Guaranty Loan No. 753946 (Re: Arvada Marketplace) dated June 17, 2004.

    10.164*******        Mortgage Note Loan No. 6518370 (Re: Eastwood Town Center) dated June 15, 2004.

    10.165*******        Mortgage - Loan No. 6518370 (Re: Eastwood Town Center) dated June 15, 2004.

    10.166*******        Guaranty Agreement Loan No. 6518370 (Re: Eastwood Town Center) dated June 15, 2004.

    10.167*******        Secured Promissory Note Loan No. 753943 (Re: Watauga Pavilion) dated June 7, 2004.

    10.168*******        Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753943 (Re: Watauga Pavilion) dated
                         June 7, 2004.

    10.169*******        Notice of Final Agreement Loan No. 753943 (Re: Watauga Pavilion) dated June 7, 2004.

    10.170*******        Guaranty Loan No. 753943 (Re: Watauga Pavilion) dated June 7, 2004.

    10.171*******        General Assignment (Re: Northpointe Plaza) dated May 25, 2004.

    10.172*******        Post Closing and Indemnity Agreement (Re: Northpointe Plaza) dated May, 2004.


                                      II-25




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.173*******        Promissory Note (Re: Northpointe Plaza) dated June 4, 2004.

    10.174*******        Loan Agreement (Re: Northpointe Plaza) dated June 4, 2004.

    10.175*******        Deed of Trust, Security Agreement and Fixture Filing (Re: Northpointe Plaza) dated June 4, 2004.

    10.176*******        Revised Letter Agreement to Purchase (Re: Plaza Santa Fe) dated December 4, 2004.

    10.177*******        Promissory Note Secured By Leasehold Deed of Trust (Re: Plaza Santa Fe) dated November 22, 2002.

    10.178*******        Leasehold Deed of Trust and Absolute Assignment of Rents and Leases and Security Agreement and Fixture
                         Filing Loan No. 31-0900141A (Re: Plaza Santa Fe) dated November, 2002.

    10.179*******        Assignment of Purchase and Sale Agreement (Re: Pine Ridge Plaza) dated June 4, 2004.

    10.180********       Assignment and Assumption Agreement Purchase and Sale Agreement (Re: Pine Ridge Plaza) dated May 26,
                         2004.

    10.181*******        Amended Purchase and Sale Agreement (Re: Pine Ridge Plaza) dated March 30, 2004.

    10.182*******        Assignment of Contract (Re: Huebner Oaks Center) dated June 8, 2004.

    10.183*******        Agreement of Purchase and Sale (Re: Huebner Oaks Center).

    10.184*******        Secured Promissory Note 1 Loan No. 753971 (Re: Huebner Oaks Center) dated June 22, 2004.

    10.185*******        Secured Promissory Note 2 Loan No. 753972 (Re: Huebner Oaks Center) dated June 22, 2004.

    10.186*******        Deed of Trust, Security Agreement and Assignment of Rents Loan Nos. 753971 and 753972 (Re: Huebner Oaks
                         Center) dated June 22, 2004.

    10.187*******        Guaranty Loan Nos. 753971 and 753972 (Re: Huebner Oaks Center) dated June 22, 2004.

    10.188*******        Notice of Final Agreement Loan Nos. 753971 and 753972 (Huebner Oaks Center) dated June 22, 2004.

    10.189*******        Amended Letter Purchase Agreement (Re: John's Creek Village) dated June 18, 2004.

    10.190*******        Earn-out Agreement (Re: John's Creek Village) dated June 23, 2004.

    10.191*******        Assignment of Contract (Re: Lakewood Towne Center) dated June, 2004.

    10.192*******        Agreement for Purchase and Sale of Real Property and Escrow Instructions (Re: Lakewood Towne Center)
                         dated May 6, 2004.

    10.193*******        Escrow and Leasing Agreement (Re: Lakewood Towne Center) dated June, 2004.

    10.194*******        Commitment Letter Loan Nos. 122498 and 122499 (Re: Lakewood Towne Center) dated June 28, 2004.

    10.195*******        Deed of Trust Note A Loan No. 122498 (Re: Lakewood Towne Center) dated June 28, 2004.

    10.196*******        Deed of Trust Note B Loan No. 122499 (Re: Lakewood Towne Center) dated June 28, 2004.

    10.197*******        Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing (Re:
                         Lakewood Towne Center) dated June 28, 2004.

    10.198*******        First Amendment to Escrow and Leasing Agreement Loan Nos. 122498 and 122499 (Re: Lakewood Towne Center)
                         dated June 28, 2004.

    10.199*******        Master Lease Escrow Agreement (Re: Paradise Shoppes at Prominence Point) dated June 30, 2004.


                                      II-26




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.200*******        Assignment of Purchase and Sale Agreement (Re: Northgate North) dated June 24, 2004.

    10.201*******        Amended Agreement to Purchase and Sale Agreement (Re: Northgate North) dated June 23, 2004.

    10.202*******        Escrow Agreement Regarding July Rents (Re: Northgate North) dated June 30, 2004.

    10.203*******        Escrow Agreement Regarding Bassett TI Work/Leasing Commission (Re: Northgate North) dated June, 2004.

    10.204*******        Access Agreement (Re: Northgate North) dated June 30, 2004.

    10.205*******        Post Closing and Indemnity Agreement (Re: Davis Towne Crossing) dated June 30, 2004.

    10.206*******        Letter Agreement to Purchase (Re: Davis Towne Crossing) dated April 21, 2004.

    10.207               ** NOT USED

    10.208*******        Assignment of Purchase and Sale Agreement (Re: Fullerton Metrocenter) dated June 24, 2004.

    10.209*******        Post Closing and Indemnity Agreement (Re: Fullerton Metrocenter) dated June, 2004.

    10.210*******        Amended Purchase and Sale Agreement and Joint Escrow Instructions (Re: Fullerton Metrocenter) dated
                         June 30, 2004.

    10.211*******        Assignment and Assumption of Agreement for Purchase and Sale (Re: Low Country Village) dated June 30,
                         2004.

    10.212*******        Post Closing Agreement (Re: Low Country Village) dated June 30, 2004.

    10.213*******        Agreement of Purchase and Sale (Re: Low Country Village) dated May 20, 2004.

    10.214*******        Installment Note (Re: Pacheco Pass) dated June 30, 2004.

    10.215*******        Loan Proceeds Holdback Agreement (Re: Pacheco Pass) dated June 30, 2004.

    10.216*******        Interest Reserve Holdback Agreement (Re: Pacheco Pass) dated June 30, 2004.

    10.217*******        Loan Guaranty Agreement (Secured Note) (Re: Pacheco Pass) dated June 30, 2004.

    10.218*******        Escrow Agreement (Re: Shoppes at Boardwalk) dated July 1, 2004.

    10.219*******        Secured Promissory Note Loan No. 753948 (Re: Shoppes at Boardwalk) dated July 2, 2004.

    10.220*******        Deed of Trust, Security Agreement and Assignment of Rents (Re: Shoppes at Boardwalk) dated July 2, 2004.

    10.221*******        Guaranty Loan No. 75348 (Re: Shoppes at Boardwalk) dated July 2, 2004.

    10.222*******        Property Reserves Agreement Loan No. 753948 (Re: Shoppes at Boardwalk) dated July 2, 2004.

    10.223*******        Master Lease Escrow Agreement (Re: Paradise Shoppes at Dallas) dated July 1, 2004.

    10.224*********      Assignment of Purchase Agreement (Re: Plaza Santa Fe II) dated May 25, 2004

    10.225*********      Assignment of Contract (Re: Eckerds - Greer) dated May 2004

    10.226*********      Assignment of Contract (Re: Eckerds - Kill Devil Hills) dated May 2004

    10.227*********      Assignment of Contract (Re: Eckerds - Crossville) dated May 2004


                                      II-27




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.228*********      Assignment of Contract (Re: Eckerds - Columbia) dated May 2004

    10.229*********      Promissory Note  (Re: Eckerds - Crossville) dated July 21, 2004

    10.230*********      Post-Closing Agreement  (Re: Eckerds - Crossville) dated July 21, 2004

    10.231*********      Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds- Crossville) dated July 21, 2004

    10.232*********      Promissory Note  (Re: Eckerds - Columbia) dated July 21, 2004

    10.233*********      Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds- Columbia) dated July 21, 2004

    10.234*********      Promissory Note  (Re: Eckerds - Kill Devil Hills) dated July 21, 2004

    10.235*********      Post-Closing Agreement  (Re: Eckerds - Kill Devil Hills) dated July 21, 2004

    10.236*********      Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds - Kill Devil Hills) dated July 21,
                         2004

    10.237*********      Promissory Note  (Re: Eckerds - Greer) dated July 21, 2004

    10.238*********      Guaranty Agreement Regarding Cross-Collateralization (Re: Eckerds - Greer) dated July 21, 2004

    10.239*********      Loan Agreement (Re: Eckerds - Crossville, Columbia, Greer and Kill Devil Hills) dated July 21, 2003

    10.240*********      Promissory Note (Re: Pine Ridge Plaza) dated July 27, 2004

    10.241*********      Loan Agreement (Re: Pine Ridge Plaza) dated July 27, 2004

    10.242*********      Earn-Out Agreement (Re: Johns Creek Village) dated June 23, 2004

    10.243*********      Transitional Security (Phase II) Reserve Agreement (Re: Johns Creek Village) dated June 28, 2004

    10.244*********      Mortgage Note (Re: Johns Creek Village) dated June 28, 2004

    10.245*********      Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (Re: Johns Creek Village)
                         dated June 28, 2004

    10.246*********      Guaranty Agreement (Re: Johns Creek Village) dated June 28, 2004

    10.247*********      Post-Closing Agreement (Re: Fullerton Metrocenter) dated July 9, 2004

    10.248*********      Promissory Note (Re: Fullerton Metrocenter) dated July 9, 2004

    10.249*********      Loan Agreement (Re: Fullerton Metrocenter) dated July 9, 2004

    10.250*********      Deed of Trust Note (Re: Northgate North) dated July 2004

    10.251*********      Letter Agreement (Re: Northgate North) dated July 14, 2004

    10.252*********      Closing Certificate (Re: Northgate North) dated July 2004

    10.253*********      Limited Payment Guaranty (Re: Northgate North) dated July 2004

    10.254*********      Post-Closing Agreement (Re: Cranberry Square) dated July 2004

    10.255*********      Loan Agreement (Re: Cranberry Square) dated July 2004

    10.256*********      Letter Agreement (Re: Tollgate Marketplace) dated July 21, 2004


                                      II-28




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.257*********      Closing Certificate (Re: Tollgate Marketplace) dated July 21, 2004

    10.258*********      Mortgage Note (Re: Tollgate Marketplace) dated July 21, 2004

    10.259*********      Post Closing Delivery Covenant (Re: Tollgate Marketplace) dated July 21, 2004

    10.260*********      Indemnity Guaranty (Re: Tollgate Marketplace) dated July 21, 2004

    10.261*********      Real Estate Purchase Contract (Re: Wal-Mart Supercenter - Blytheville) dated May 28, 2004

    10.262*********      Letter Agreement (Re: Gateway Village) dated July 21, 2004

    10.263*********      Closing Certificate (Re: Gateway Village) dated  July 21, 2004

    10.264*********      Mortgage Note A (Re: Gateway Village) dated July 21, 2004

    10.265*********      Mortgage Note B (Re: Gateway Village) dated July 21, 2004

    10.266*********      Indemnity Guaranty (Re: Gateway Village) dated July 21, 2004

    10.267*********      Post Closing Delivery Covenant (Re: Gateway Village, Towson Circle, and Tollgate Marketplace) dated
                         July 21, 2004

    10.268*********      Letter Agreement (Re: Towson Circle) dated July 21, 2004

    10.269*********      Closing Certificate (Re: Towson Circle) dated July 21, 2004

    10.270*********      Mortgage Note A (Re: Towson Circle) dated July 21, 2004

    10.271*********      Mortgage Note B (Re: Towson Circle) dated July 21, 2004

    10.272*********      Indemnity Guaranty (Re: Towson Circle) dated July 21, 2004

    10.273*********      Letter Agreement (Re: Gateway Plaza Shopping Center) dated May 20, 2004

    10.274*********      Promissory Note (Re: Wrangler Company Western Headquarters and Distribution Facility) dated July 26,
                         2004

    10.275*********      Loan Agreement (Re: Wrangler Company Western Headquarters and Distribution Facility) Dated July 26,
                         2004

    10.276*********      Promissory Note (Re: Plaza at Marysville) dated July 30, 2004

    10.277*********      Loan Agreement (Re: Plaza at Marysville) dated July 30, 2004

    10.278*********      Forks Town Center China Moon Escrow (Re: Forks Town Center) dated July 27, 2004

    10.279*********      Earn Out Agreement (Re: Forks Town Center) dated July 27, 2004

    10.280*********      Promissory Note (Re: Academy Sports and Outdoors - Houma) dated August 4, 2004

    10.281*********      Loan Agreement (Re: Academy Sports and Outdoors - Houma) dated August 4, 2004

    10.282*********      Promissory Note (Re: Reisterstown Plaza) dated August 4, 2004

    10.283*********      Letter Agreement (Re: Reisterstown Plaza) dated July 30, 2004

    10.284*********      Loan Agreement (Re: Reisterstown Plaza) dated August 4, 2004


                                      II-29




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.285*********      Guaranty Agreement (Re: Reisterstown Plaza) dated August 4, 2004

    10.286*********      Limited Guaranty Agreement (Re: Reisterstown Plaza) dated August 4, 2004

    10.287*********      Post-Closing Agreement (Re: Reisterstown Plaza) dated August 4, 2004

    10.288*********      Letter Agreement (Re: Wal-Mart Supercenter - Jonesboro) dated June 4, 2004

    10.289*********      Promissory Note (Re: Wal-Mart Supercenter - Jonesboro) dated August 6, 2004

    10.290*********      Loan Agreement (Re: Wal-Mart Supercenter - Jonesboro) dated August 6, 2004

    10.291**********     Promissory Note Loan No. 10024997 (Re: Davis Towne Crossing) dated August 9, 2004.

    10.292**********     Loan Agreement No. 10024997 (Re: Davis Towne Crossing) dated August 9, 2004.

    10.293**********     Promissory Note Loan No. 10024995 (Re: Shoppes of Prominence Point) dated August 2004.

    10.294**********     Loan Agreement No. 10024995 (Re: Shoppes of Prominence Point) dated August 2004.

    10.295**********     Assignment of Contract (Re: Shops at Boardwalk) dated July 1, 2004.

    10.296**********     Letter Agreement to Purchase (Re: Shops at Boardwalk) dated March 2004.

    10.297**********     Amended Agreement of Sale (Re: Shops at Boardwalk) dated April 15, 2004.

    10.298**********     Assignment of Contract (Re: Cranberry Square) dated June 23, 2004.

    10.299**********     Letter Agreement to Purchase (Re: Cranberry Square) dated April 27, 2004.

    10.300**********     Construction Agreement (Re: Dorman Center Phase II) dated July 15, 2004.

    10.301**********     Escrow Agreement (Re: Dorman Center Phase II) dated July 14, 2004.

    10.302**********     Assignment and Assumption of Purchase and Sale Agreement (Re: Gateway Plaza) dated July 21, 2004.

    10.303**********     Amended Purchase and Sale Agreement (Re: Gateway Plaza) dated July 15, 2004.

    10.304**********     Letter Agreement to Purchase (Re: Gateway Plaza) dated May 20, 2004.

    10.305**********     Assignment of Contract (Re: Plaza at Marysville) dated July 26, 2004.

    10.306**********     Reinstated and Amended Purchase and Sale Agreement (Re: Plaza at Marysville) dated July 23, 2004.

    10.307**********     Purchase and Sale Agreement (Re: Plaza at Marysville) dated May 6, 2004.

    10.308**********     Letter Agreement to Purchase (Re: Forks Town Center) dated August 10, 2004.

    10.309**********     Mortgage Note Loan No. 122483 (Re: Forks Town Center) dated August 10, 2004.

    10.310**********     Limited Payment Guarantee Agreement Loan No. 122483 (Re: Forks Town Center) dated August 10, 2004.

    10.311**********     Post-Closing Agreement (Re: Village Shoppes at Simonton) dated August 9, 2004.

    10.312**********     Escrow and Guarantee Agreement (Re: Village Shoppes at Simonton) dated August 2004.

    10.313**********     Assignment and Assumption of Purchase and Sale Agreement (Re: Village Shoppes at Simonton) dated August
                         2004.


                                      II-30




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.314**********     Letter Agreement to Purchase (Re: Village Shoppes at Simonton) dated April 30, 2004.

    10.315**********     Secured Promissory Note Loan No. 754044 (Re: Manchester Meadows) dated August 24, 2004.

    10.316**********     Deed of Trust, Security Agreement and Assignment of Rents (Re: Manchester Meadows) dated August 24,
                         2004.

    10.317**********     Guaranty Agreement Loan No. 754044 (Re: Manchester Meadows) dated August 24, 2004.

    10.318**********     Escrow and Guarantee Agreement (Re: Manchester Meadows) dated August 2004.

    10.319**********     St. Louis Plays capes Escrow and Guarantee Agreement (Re: Manchester Meadows) dated August 2004.

    10.320**********     Assignment and Assumption of Purchase and Sale Agreement (Re: Manchester Meadows) dated August 2004.

    10.321**********     Purchase and Sale Agreement (Re: Manchester Meadows) dated July 13, 2004.

    10.322**********     Amended and Restated Promissory Note Loan No. 10024998 (Re: Governor's Marketplace) dated August 17,
                         2004.

    10.323**********     Post-Closing Agreement (Re: Governor's Marketplace) dated August 2004.

    10.324**********     Loan Agreement No. 10024998 (Re: Governor's Marketplace) dated August 17, 2004.

    10.325**********     Master Lease Escrow Agreement (Re: Mitchell Ranch Plaza) dated August 23, 2004.

    10.326**********     Agreement of Purchase and Sale (Re: Mitchell Ranch Plaza) dated July 20, 2004.

    10.327**********     Master Lease Escrow Agreement (Re: The Columns) dated August 24, 2004.

    10.328**********     Escrow Agreement (Re: The Columns) dated August 24, 2004.

    10.329 X1            Assignment (Re: John's Creek Village) dated June 23, 2004.

    10.330 X1            Assignment (Re: Shoppes at Prominence Point) dated June 30, 2004.

    10.331 X1            Amended Agreement of Purchase and Sale of Shopping Center (Re: Shoppes at Prominence Point) dated June
                         18, 2004.

    10.332 X1            Assignment (Re: Shoppes of Dallas) dated July, 2 2004.

    10.333 X1            Amended Agreement of Purchase and Sale of Shopping Center (Re: Shoppes of Dallas) dated June 29, 2004.


                                      II-31




       EXHIBIT NO.                                                     DESCRIPTION
---------------------------------------------------------------------------------------------------------------------------------
                      
    10.334 X1            Letter Agreement (Re: Shoppes of Dallas) dated September 27, 2004.

    10.335 X1            Mortgage Note A Loan No. 122533 (Re: Shoppes of Dallas) dated September 27, 2004.

    10.336 X1            Mortgage Note B Loan No. 122533 (Re: Shoppes of Dallas) dated September 27, 2004.

    10.337 X1            Deed to Secure Debt and Security Agreement (Re: Shoppes of Dallas) dated September 27, 2004.

    10.338 X2            Contribution Agreement (Re: Boulevard at the Capital Centre) dated July 21, 2004.

    10.339 X1            Contribution Agreement (Re: Tollgate Marketplace) dated July 19, 2004.

    10.340 X1            Contribution Agreement (Re: Gateway Village) dated July 21, 2004.

    10.341 X1            Promissory Note (Re: Plaza at Marysville) dated July 30, 2004.

    10.342 X1            Loan Agreement (Re: Plaza at Marysville) dated July 30, 2004.

    10.343 X1            Assignment of Contract (Re: Forks Town Center) dated June 18, 2004.

    10.344 X1            Reinstated and Amended Contract (Re: Forks Town Center) dated July 2, 2004.

    10.345               NOT USED

    10.346 X1            Contribution Agreement (Re: Towson Circle) dated July 2004.

    10.347 X1            Letter Agreement (Re: Gateway Plaza) dated August 19, 2004.

    10.348 X1            Deed of Trust Note Loan No. 122520 (Re: Gateway Plaza) dated August 19, 2004.

    10.349 X1            Limited Payment Guaranty (Re: Gateway Plaza) dated August 19, 2004.

    10.350 X1            Contribution Agreement (Re: Reisterstown Road Plaza) dated July 2004.

    10.351 X1            Letter Agreement (Re: Village Shops at Simonton) dated September 27, 2004.

    10.352 X1            Mortgage Note A Loan No. 122532 (Re: Village Shops at Simonton) dated September 27, 2004.

    10.353 X1            Mortgage Note A Loan No. 122532 (Re: Village Shops at Simonton) dated September 27, 2004.

    10.354 X1            Deed to Secure Debt and Security Agreement (Re: Village Shops at Simonton) dated September 27, 2004.

    10.355 X1            Amendment Agreement (Re: Governor's Marketplace) dated August 12, 2004.

    10.356 X1            Master Lease Escrow Agreement (Re: Governor's Marketplace) dated August 17, 2004.

    10.357 X1            Secured Promissory Note Loan No. 754065 (Re: Mitchell Ranch Plaza) dated September 2, 2004.

    10.358 X1            Mortgage and Security Agreement (Re: Mitchell Ranch Plaza) dated September 2, 2004.

    10.359 X1            Guaranty (Re: Mitchell Ranch Plaza) dated September 2, 2004.

    10.360 X1            Assignment (Re: The Columns) dated August 24, 2004.

    10.361 X1            Amendment Agreement (Re: The Columns) dated August 2, 2004.

    10.362 X1            Letter Agreement (Re: The Columns) dated October 1, 2004.


                                      II-32




       EXHIBIT NO.                                                     DESCRIPTION
                      
    10.363 X1            Mortgage Note A Loan No. 122534 (Re: The Columns) dated September 27, 2004.

    10.364 X1            Mortgage Note B Loan No. 122534 (Re: The Columns) dated September 27, 2004.

    10.365 X1            Installment Note (Re: Quakertown) dated August 25, 2004.

    10.366 X1            Loan Guaranty Agreement (Re: Quakertown) dated August 25, 2004.

    10.367 X1            Amended Agreement (Re: Saucon Valley Square) dated September 7, 2004.

    10.368 X1            Assignment and Assumption of Purchase and Sale Agreement (Re: Lincoln Park) dated September 1, 2004.

    10.369 X1            Amended and Restated Purchase and Sale Agreement (Re: Lincoln Park) dated August 6, 2004.

    10.369 X1            Promissory Note (Re: Lincoln Park) dated October 8, 2004.

    10.370 X1            Loan Agreement (Re: Lincoln Park) dated October 8, 2004.

    10.371 X1            Assignment and Assumption of Purchase and Sale Agreement (Re: Harvest Towne Center) dated September
                         2004.

    10.372 X1            Amended Purchase Agreement (Re: Harvest Towne Center) dated August 2004.

    10.373 X1            Easement Indemnity Escrow Agreement (Re: Harvest Towne Center) dated September 8, 2004.

    10.374 X1            Master Lease Agreement (Re: Harvest Towne Center) dated September 8, 2004.

    10.375 X1            Amended and Restated Promissory Note (Re: Boulevard at the Capital Centre) dated September 8, 2004.

    10.376 X1            Loan Agreement (Re: Boulevard at the Capital Centre) dated September 8, 2004.

    10.377 X1            Amended and Restated Limited Guaranty Agreement (Re: Boulevard at the Capital Centre) dated September 8,
                         2004.

    10.378 X1            Post Closing Agreement (Re: Boulevard at the Capital Centre) dated September 8, 2004.

    10.379 X1            Agreement of Sale (Re: GMAC Insurance Building) dated August 2004.

    10.380 X1            Escrow Agreement (Re: GMAC Insurance Building) dated September 2004.

    10.381 X1            Guaranty (Re: GMAC Insurance Building) dated September 2004.

    10.382 X1            Promissory Note (Re: GMAC Insurance Building) dated September 29, 2004.

    10.383 X1            Loan Agreement (Re: GMAC Insurance Building) dated September 29, 2004.

    10.384 X1            Promissory Note (Re: Saucon Valley Square) dated September 7, 2004.

    10.385 X1            Loan Agreement (Re: Saucon Valley Square) dated September 7, 2004.

    10.386               NOT USED

    10.387 X2            Amended Agreement to Option to Purchase Real Property (Re: Azalea Square) dated September 29, 2004.

    10.388 X2            Amended Agreement to Contract for Sale and Purchase (Re: Edgemont Town Center) dated November 23, 2004.


                                      II-33




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.389 X2            Assignment (Re: University Town Center) dated November 23, 2004.

    10.390 X2            Amended Agreement to Contract for Sale and Purchase (Re: University Town Center) dated November 19,
                         2004.

    10.391 X2            Promissory Note (Re: Azalea Square) dated November 11, 2004.

    10.392 X2            Loan Agreement (Re: Azalea Square) dated November 11, 2004.

    10..393 X2           Promissory Note (Re: Mansfield Towne Crossing) dated November 12, 2004.

    10.394 X2            Loan Agreement (Re: Mansfield Towne Crossing) dated November 12, 2004.

    10.395 X2            Amendment to Loan Documents (Re: The Columns) dated November 2, 2004.

    10.396 X2            Mortgage Note A Loan No. 122541 (Re: The Columns) dated November 2, 2004.

    10.397 X2            Mortgage Note B Loan No. 122541 (Re: The Columns) dated November 2, 2004.

    10.398 X2            Promissory Note (Re: Bed Bath & Beyond Plaza) dated November 12, 2004.

    10.399 X2            Loan Agreement (Re: Bed Bath & Beyond Plaza) dated November 12, 2004.

    10.400 X2            Promissory Note (Re: Oswego Commons) dated November 23, 2004.

    10.401 X2            Loan Agreement (Re: Oswego Commons) dated November 23, 2004.

    10.402 X2            Promissory Note (Re: Zurich Towers) dated November 23, 2004.

    10.403 X2            Loan Agreement (Re: Zurich Towers) dated November 23, 2004.

    10.404 X2            Assignment and Assumption of Purchase and Sale Agreement (Bed, Bath & Beyond Plaza) dated September
                         2004.

    10.405 X2            Agreement to Purchase (Re: Bed, Bath & Beyond Plaza) dated March 24, 2004.

    10.406 X2            Amended Ground Lease Agreement (Re: Bed, Bath & Beyond Plaza) dated May 28, 2004.

    10.407 X2            Letter Agreement to Purchase (Re: Publix - Mt. Pleasant) dated August 27, 2004.

    10.408 X2            Agreement of Purchase and Sale (Re: Denton Crossing) dated August 20, 2004.

    10.409 X2            Escrow Agreement (Re: Denton Crossing) dated October 18, 2004.

    10.410 X2            Letter Agreement to Purchase (Re: Oswego Commons) dated July 21, 2004.

    10.411 X2            Agreement of Purchase and Sale (Re: Gurnee Town Centre) dated October 5, 2004.

    10.412 X2            Vacancy Escrow Agreement (Re: Gurnee Town Centre) dated October 29, 2004.

    10.413 X2            Assignment of Contract (Re: Mansfield Town Crossing) dated November 3, 2004.

    10.414 X2            Amended Letter Agreement to Purchase (Re: Mansfield Town Crossing) dated October 29, 2004.

    10.415 X2            Amended Purchase and Sale Agreement and Joint Escrow Instructions (Re: Mansfield Town Crossing) dated
                         October 20, 2004.

    10.416 X2            Assignment of Contract (Re: Fox Creek Village) dated November 21, 2004.


                                      II-34




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.417 X2            Amended Letter Agreement (Re: Fox Creek Village) dated November 15, 2004.

    10.418 X2            Escrow Agreement (Re: Fox Creek Village) dated November 22, 2004.

    10.419 X2            Letter Agreement to Purchase (Re: Winchester Commons) dated September 8, 2004.

    10.420 X2            Escrow Agreement (Re: Winchester Commons) dated November 5, 2004.

    10.421 X2            Assignment of Contract (Re: Zurich Towers) dated November 2, 2004.

    10.422 X2            Purchase and Sale Agreement (Re: Zurich Towers) dated November 2, 2004.

    10.423 X3            Assignment of Contract (Re: Denton Crossing) dated October 12, 2004.

    10.424 X3            Promissory Note (Re: Denton Crossing) dated December 7, 2004.

    10.425 X3            Promissory Note (Re: Denton Crossing) dated December 7, 2004.

    10.426 X3            Guaranty Agreement (Re: Denton Crossing) dated December 7, 2004.

    10.427 X3            Assignment of Purchase Agreement (Re: Plaza at Riverlakes) dated October 21, 2004.

    10.428 X3            Amended Purchase and Sale Agreement and Joint Escrow  Instructions (Re: Plaza at Riverlakes) dated
                         October 20, 2004.

    10.429 X3            Assignment of Contract (Re: Gurnee Town Center) dated October 26, 2004.

    10.430 X3            Promissory Note (Re: Gurnee Town Center) dated December 20, 2004.

    10.431 X3            Loan Agreement (Re: Gurnee Town Center) dated December 20, 2004.

    10.432 X3            Mortgage Note (Re: Fox Creek Village) dated December 23, 2004.

    10.433 X3            Loan Letter Agreement (Re: Fox Creek Village) dated December 23, 2004.

    10.434 X3            Assignment of Contract (Re: Five Forks) dated December 6, 2004.

    10.435 X3            Agreement of Purchase and Sale (Re: Five Forks) dated September 10, 2004.

    10.436 X3            Assignment of Real Estate Purchase Contract (Re: Placentia Town Center) dated November 29, 2004.

    10.437 X3            Reinstated and Amended Purchase and Sale Agreement and Joint Escrow  Instructions  (Re: Placentia Town
                         Center) dated November 4, 2004.

    10.438 X3            Promissory Note (Re: Placentia Town Center) dated December 21, 2004.

    10.439 X3            Loan Agreement (Re: Placentia Town Center) dated December 21, 2004.

    10.440 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: Gateway Station) dated December 2004.

    10.441 X3            Letter Agreement to Purchase (Re: Gateway Station) dated October 22, 2004.

    10.442 X3            Assignment (Re: Northwoods) dated November 7, 2004.


                                      II-35




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.443 X3            Amended Agreement to Sale (Re: Northwoods) dated November 8, 2004.

    10.444 X3            Promissory Note (Re: Northwoods) dated December 29, 2004.

    10.445 X3            Loan Agreement (Re: Northwoods) dated December 29, 2004.

    10.446 X3            Assignment of Contract (Re: Gateway Pavilions) dated December, 2004.

    10.447 X3            Purchase and Sale Agreement and Escrow Instructions (Re: Gateway Pavilions) dated August 9, 2004.

    10.448 X3            Promissory Note (Re: Gateway Pavilions) dated December 30, 2004.

    10.449 X3            Loan Agreement (Re: Gateway Pavilions) dated December 30, 2004.

    10.450 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: American Express - 31st Avenue,  Phoenix,
                         AZ) dated December 16, 2004.

    10.451 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: American Express - 19th Avenue,  Phoenix,
                         AZ) dated December 16, 2004.

    10.452 X3            Assignment  and  Assumption of Purchase and Sale Agreement  (Re: American  Express -  Minneapolis,  MN)
                         dated December 16, 2004.

    10.453 X3            Assignment  and Assumption of Purchase and Sale  Agreement  (Re: American  Express - De Pere, WI) dated
                         December 16, 2004.

    10.454 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: American Express - Greensboro,  NC) dated
                         December 16, 2004.

    10.455 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: American Express - Fort  Lauderdale,  FL)
                         dated December 16, 2004.

    10.456 X 3           Purchase and Sale Agreement (Re: American  Express - 31st Avenue,  Phoenix,  AZ, 19th Avenue,  Phoenix,
                         AZ, Minneapolis, MN, De Pere, WI, Greensboro, NC and Fort Lauderdale, FL) dated December 16, 2004.

    10.457 X3            Promissory Note (Re: American Express - 31st Avenue, Phoenix, AZ) dated December 16, 2004.

    10.458 X3            Loan Agreement (Re: American Express - 31st Avenue, Phoenix, AZ) dated December 16, 2004.

    10.459 X3            Promissory Note (Re: American Express - 19th Avenue, Phoenix, AZ) dated December 16, 2004.

    10.460 X3            Loan Agreement (Re: American Express - 19th Avenue, Phoenix, AZ) dated December 16, 2004.

    10.461 X3            Promissory Note (Re: American Express - Minneapolis, MN) dated December 16, 2004.

    10.462 X3            Loan Agreement (Re: American Express - Minneapolis, MN) dated December 16, 2004.

    10.463 X3            Promissory Note (Re: American Express - De Pere, WI) dated December 16, 2004.


                                      II-36




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.464 X3            Loan Agreement (Re: American Express - De Pere, WI) dated December 16, 2004.

    10.465 X3            Promissory Note (Re: American Express - Greensboro, NC) dated December 16, 2004.

    10.466 X3            Loan Agreement (Re: American Express - Greensboro, NC) dated December 16, 2004.

    10.467 X3            Promissory Note (Re: American Express - Fort Lauderdale, FL) dated December 16, 2004.

    10.468 X3            Loan Agreement (Re: American Express - Fort Lauderdale, FL) dated December 16, 2004.

    10.469 X3            Assignment  and  Assumption of Purchase and Sale  Agreement  (Re: Southlake Town Square) dated December
                         22, 2004.

    10.470 X3            Amended and Restated Purchase and Sale Agreement (Re: Southlake Town Square) dated November 5, 2004.

    10.471 X3            Assignment  and  Assumption of Agreement to Admit  Partners (Re: Southlake  Town Square) dated December
                         22, 2004.

    10.472 X3            Agreement to Admit Partner (Re: Southlake Town Square) dated November 5, 2004.

    10.473 X3            Assignment (Re: Henry Town Center) dated December 23, 2004.

    10.474 X 3           Amended Agreement of Purchase and Sale (Re: Henry Town Center) dated December 1, 2004.

    10.475 X3            Promissory Note (Re: Henry Town Center) dated January 8, 2003.

    10.476 X3            Deed to Secure Debt and Security Agreement (Re: Henry Town Center) dated January 8, 2003.

    10.477 X3            Assignment (Re: 23rd Street Plaza) dated December 23, 2004.

    10.478 X3            Agreement of Sale (Re: 23rd Street Plaza) dated November 19, 2004.

    10.479 X3            Assignment (Re: Coram Plaza) dated December 23, 2004.

    10.480 X3            Amended Agreement of Purchase and Sale (Re: Coram Plaza) dated October 21, 2004.

    10.481 X3            Assignment (Re: Phenix Crossing) dated December 28, 2004.

    10.482 X3            Amended Real Estate Sale Agreement (Re: Phenix Crossing) dated December 20, 2004.

    10.483 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: Mesa Fiesta) dated December 2004.

    10.484 X3            Agreement of Purchase and Sale (Re: Mesa Fiesta) dated December 7, 2004.

    10.485 X3            Assignment (Re: Green's Corner, Newton Crossroads and Stilesboro Oaks) dated December 29, 2004.

    10.486 X3            Amended  Purchase and Sale Agreement (Re: Green's Corner,  Newton  Crossroads and Stilesboro Oaks) dated
                         December 20, 2004.

    10.487 X3            Assignment of Contract (Re: Shoppes at Lake Andrew) dated December 30, 2004.


                                      II-37




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.488 X3            Letter Agreement to Purchase (Re: Shoppes at Lake Andrew) dated November 8, 2004.

    10.489 X3            Promissory Note (Re: Shoppes at Lake Andrew) dated October 30, 2002.

    10.490 X3            Future Advance and Renewal Note (Re: Shoppes at Lake Andrew) dated February 26, 2004.

    10.491 X3            Notice of Future  Advance,  Mortgage  Modification  and  Amended  and  Restated  Mortgage  and  Security
                         Agreement (Re: Shoppes at Lake Andrew) dated February 26, 2004.

    10.492 X3            Renewal Note (Re: Shoppes at Lake Andrew) dated December 2004.

    10.493 X3            Mortgage  Modification  and Amended and Restated  Mortgage and Security  Agreement (Re: Shoppes at Lake
                         Andrew) dated December 30, 2004.

    10.494 X3            Assignment of Contract (Re: Pleasant Run Towne Crossing) dated December 29, 2004.

    10.495 X3            Promissory Note (Re: Pleasant Run Towne Crossing) dated December 30, 2004.

    10.496 X3            Loan Agreement (Re: Pleasant Run Towne Crossing) dated December 30, 2004.

    10.497 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: Evans Town Center) dated December 2004.

    10.498 X3            Assignment and Assumption of Purchase and Sale Agreement (Re: Irmo Station) dated December 2004.

    10.499 X3            Amended  Agreement  of Purchase and Sale (Re: Evans Town Center and Irmo  Station)  dated  December 29,
                         2004.

    10.500 X3            Assignment  and  Assumption of Purchase and Sale Agreement  (Re: American  Express - Markham,  Ontario,
                         Canada) dated January 25, 2005.

    10.501 X3            Purchase and Sale Agreement (Re: American Express - Markham, Ontario, Canada) dated January 25, 2005.

    10.502 X3            Purchase Agreement (Re: American Express - Markham, Ontario, Canada) dated January 25, 2005.

    10.503 X3            Promissory Note (Re: American Express - Markham, Ontario, Canada) dated January 26, 2005.


    10.504 X3            Loan Agreement (Re: American Express - Markham, Ontario, Canada) dated January 26, 2005.

    10.505 X3            Amended and Restated Project Promissory Note (Re: Coram Plaza) dated December 7, 2004.

    10.506 X3            Amended and Restated Acquisition Promissory Note (Re: Coram Plaza) dated December 7, 2004.

    10.507 X3            Amended and Restated Building Loan Promissory Note (Re: Coram Plaza) dated December 7, 2004.


                                      II-38




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    10.508 X3            Assignment, Assumption, Modification and Release Agreement (Re: Coram Plaza) dated December 7, 2004.

    10.509 X3            Interim Secured Promissory Note Loan No. 754183 (Re: Coram Plaza) dated January 26, 2005.

    10.510 X3            Consolidated,  Amended and Restated  Secured  Promissory  Note Loan No.  754183 (Re: Coram Plaza) dated
                         January 26, 2005.

    10.511 X3            Loan Agreement Loan No. 754183 (Re: Coram Plaza) dated January 26, 2005.

    10.512 X3            Guaranty Loan No. 754183 (Re: Coram Plaza) dated January 26, 2005.

    23.1                 Consent of KPMG LLP

    23.2*********        Consent of Duane Morris LLP (included in Exhibit 5)

    23.3**********       Consent of Duane Morris LLP (included in Exhibit 8)

    24*                  Power of Attorney (included in signature page to the Registration Statement)

    31.1 X3              Rule 13a-15(e)/15d-15(e) Certification by Chief Executive Officer

    31.2 X3              Rule 13a-15(e)/15d-15(e) Certification by Principal Financial Officer

    31.3 X3              Rule 13a-15(e)/15d-15(e) Certification by Principal Accounting Officer

    32.1 X3              Section 1350 Certification by Chief Executive Officer and Principal Accounting Officer and Principal
                         Financial Officer

    99.1 X2              Code of Business Conduct and Ethics

    99.2 X2              Nonretaliation Policy

    *                    Incorporated by reference to the Company's Registration Statement on Form S-11 (File No. 333-103799)
                         originally filed March 13, 2003.

    **                   Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form S-11 (File
                         No. 333-103799) originally filed May 8, 2003.

    ***                  Incorporated by reference to Amendment No. 2 to the Company's Registration Statement on Form S-11 (File
                         No. 333-103799) originally filed June 30, 2003.

    ****                 Incorporated by reference to Amendment No. 3 to the Company's Registration Statement on Form S-11 (File
                         No. 333-103799) originally filed August 20, 2003.

    *****                Incorporated by reference to Post-Effective Amendment No. 1 to the Company's Registration Statement on
                         Form S-11 (File No. 333-103799) originally filed December 15, 2003.

    ******               Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
                         2003, originally filed February 27, 2004.

    *******              Incorporated by reference to Post-Effective Amendment No. 3 to the Company's Registration Statement on
                         Form S-11 (File No. 333-103799) originally filed March 15, 2004.


                                      II-39




       EXHIBIT NO.                                                     DESCRIPTION
       -----------                                                     -----------
                      
    ********             Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
                         2004, originally filed July 29, 2004.

    *********            Incorporated by reference to Post-Effective Amendment No. 4 to the Company's Registration Statement on
                         Form S-11 (File No. 333-103799) originally filed June 15, 2004.

    **********           Incorporated by reference to Post-Effective Amendment No. 5 to the Company's Registration Statement on
                         Form S-11 (File No. 333-103799) originally filed September 15, 2004.

    X1                   Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September
                         30, 2004, originally filed on November

    X2                   Incorporated by reference to Post-Effective Amendment No. 7 to the Company's Registration Statement on
                         Form S-11 (File No. 333-103799) originally filed.

    X3                   Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31,
                         2004, originally filed on March 7, 2005


                                      II-40


ITEM 37. UNDERTAKINGS.

1.   The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i).   To include any prospectus required by section 10(a)(3) of the
                 Act;

          (ii).  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement; and

          (iii). To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement.

     (b)  That, for the purpose of determining any liability under the Act, each
          such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

2.   The Registrant undertakes to send to each Stockholder at least on annual
     basis a detailed statement of any transactions with the Advisor or its
     Affiliates, and of fees, commissions, compensation and other benefits paid
     or accrued to the Advisor or its Affiliates for the fiscal year completed,
     showing the amount paid or accrued to each recipient and the services
     performed.

3.   The Registrant undertakes to provide to the Stockholders the financial
     statements required by Form 10-K for the first full fiscal year of
     operations of the Company.

4.   The Registrant hereby undertakes to send to the Stockholders, within 60
     days after the close of each quarterly fiscal period, the information
     specified by Form 10-Q, if such report is required to be filed with the
     Commission.

5.   The Registrant undertakes to file a sticker supplement pursuant to Rule
     424(c) under the Act during the distribution period describing each
     Property not identified in the Prospectus at such time as there arises a
     reasonable probability that such Property will be acquired and to
     consolidate all such stickers into a post-effective amendment filed at
     least once every three months, with the information contained in such
     amendment provided simultaneously to the existing Stockholders. Each
     sticker supplement should also disclose all compensation and fees received
     by the Advisor and its Affiliates in connection with any such acquisition.
     The post-effective amendment shall include audited financial statements
     meeting the requirements of Rule 3-14 of Regulation S-X only for Properties
     acquired during the distribution period.

     The Registrant also undertakes to file, after the end of the distribution
     period, a current report on Form 8-K containing the financial statements
     and additional information required by Rule 3-14 of Regulation S-X, to
     reflect each commitment (i.e., the signing of a binding purchase agreement)
     made after the end of the distribution period involving the use of 10% or
     more (on a cumulative basis) of the net proceeds of the offering and to
     provide the information contained in such report to the Stockholders at
     least once each quarter after the distribution period of the offering has
     ended.

6.   Insofar as indemnification for liabilities arising under the Act may be
     permitted to Directors, officers and controlling persons of the Registrant,
     the Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a Director, officer or controlling person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such Director, officer or controlling person in connection
     with securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                      II-41


                                    TABLE VI
                    ACQUISITION OF PROPERTIES BY PROGRAMS (A)
                (000's omitted, except for Square Feet or Acres)

     Table VI presents information concerning the acquisition of real properties
     by programs with similar investment objectives, sponsored by Inland Real
     Estate Investment Corporation ("IREIC"), in the three years ended December
     31, 2003. The detail provided with respect to each acquisition includes the
     property size, location, purchase price and the amount of mortgage
     financing. This information is intended to assist the prospective investor
     in evaluating the property mix as well as the terms involved in
     acquisitions by programs sponsored by IREIC.

                                      II-42


                              TABLE VI-(CONTINUED)

                   ACQUISITIONS OF PROPERTIES BY PROGRAMS (A)
                (000'S OMITTED, EXCEPT FOR NUMBER OF SQUARE FEET)



                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
INLAND REAL ESTATE CORPORATION:
PETsMART, Gurnee, IL                 25,692    04/01            3,304                 -     3,304               0              3,304
Eckerd Drug Store, Chattanooga,
  TN                                 10,908    05/02            2,367                 -     2,367               2              2,369
Michael's, Coon Rapids, MN           24,317    07/02            2,808                 -     2,808               0              2,808
Deer Trace, Kohler, WI              149,881    07/02           13,281                 -    13,281               0             13,281
Disney, Celebration, FL             166,131    07/02           27,281            13,600    13,681               0             27,281
Townes Crossing, Oswego, IL         105,989    08/02           12,043                 -    12,043             319             12,362
Park Square, Brooklyn Park, MN      137,116    08/02            9,873             5,850     4,023             160             10,033
Forest Lake Marketplace, Forest
  Lake, MN                           93,853    09/02           11,856                 -    11,856             (41)            11,815
Naper West Ph II, Naperville,
  IL                                 50,000    10/02            3,116                 -     3,116           1,298              4,414
Walgreens, Jennings, MO              15,120    10/02            2,706                 -     2,706               6              2,712
Four Flaggs Annex, Niles, IL         21,790    11/02            3,289                 -     3,289               6              3,295
Four Flaggs, Niles, IL              306,479    11/02           21,298            12,510     8,788           2,645             23,943
Brunswick Market Center,
  Brunswick, OH                     119,540    12/02           13,458                 -    13,458             247             13,705
Medina Marketplace, Medina, OH       72,781    12/02            9,511                 -     9,511               4              9,515
Shakopee Valley, Shakopee, MN       146,436    12/02           14,700                 -    14,700              12             14,712
Shops at Orchard Place, Skokie,
  IL                                164,542    12/02           42,752                 -    42,752            (129)            42,623
Cub Foods, Hutchinson, MN            60,208    01/03            5,388                 -     5,388               7              5,395
Mankato Heights, Mankato, MN        129,410    04/03           15,102                 -    15,102             (12)            15,090
Caton Crossing, Plainfield, IL       83,792    06/03           11,165                 -    11,165               7             11,172
Village Ten, Coon Rapids, MN        211,568    08/03           15,104                 -    15,104               0             15,104
Rochester Marketplace,
  Rochester, MN                      69,914    09/03            9,371                 -     9,371              (7)             9,364
University Crossing, Mishawaka,
  IN                                136,422    10/03           14,913                 -    14,913              20             14,933

Total for Inland Real Estate
  Corporation                     2,301,889          $        264,686 $          31,960 $ 232,726 $         4,544  $         269,230
                                ===========          ================ ================= ========= ===============  =================


                                      II-43




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
INLAND RETAIL REAL ESTATE
  TRUST, INC.:

Columbia Promenade, Kissimmee,
  FL                                 65,870    01/01            7,440                 -     7,440              (6)             7,434
K-Mart, Macon, GA                   102,098    02/01            9,031                 -     9,031               -              9,031
Lowe's Home Improvement Center,
  Warner Robbins, GA                131,575    02/01            9,431                 -     9,431               -              9,431
West Oaks, Ocoee, FL                 66,539    03/01           11,221                 -    11,221              27             11,248
PETsMART - Chattanooga,
  Chattanooga, TN                    26,040    04/01            3,103                 -     3,103               -              3,103
PETsMART - Daytona Beach,
  Daytona Beach, FL                  26,194    04/01            3,238                 -     3,238               -              3,238
PETsMART - Fredricksburg,
  Fredricksburg, VA                  26,067    04/01            3,410                 -     3,410               -              3,410
Sand Lake Corners, Orlando, FL      189,741    05/01           22,256                 -    22,256             (90)            22,166
Jo-Ann Fabrics, Alpharetta, GA       44,418    06/01            4,911                 -     4,911               -              4,911
Woodstock Square, Atlanta, GA       218,819    06/01           27,596                 -    27,596             (56)            27,540
Chickasaw Trails Shopping
  Center, Orlando, FL                75,492    08/01            8,631                 -     8,631              14              8,645
Just for Feet - Daytona,
  Daytona Beach, FL                  22,255    08/01            3,901                 -     3,901               4              3,905
Skyview Plaza, Orlando, FL          281,247    09/01           21,332                 -    21,332             624             21,956
Aberdeen Square, Boynton Beach,
  FL                                 70,555    10/01            6,717                 -     6,717             (30)             6,687
Anderson Central, Anderson, SC      223,211    11/01           15,863            11,000     4,863            (111)            15,752
Brandon Blvd. Shoppes, Brandon,
  FL                                 85,377    11/01            9,482                 -     9,482               5              9,487
Creekwood Crossing, Bradenton,
  FL                                227,052    11/01           23,616                 -    23,616              96             23,712
Eckerd Drug Store - Greenville,
  Greenville, SC                     10,908    11/01            2,828                 -     2,828             (17)             2,811
Abernathy Square, Atlanta, GA       131,649    12/01           24,131                 -    24,131             280             24,411
Citrus Hills, Citrus Hills, FL       68,927    12/01            6,027                 -     6,027             191              6,218
Douglasville Pavilion,
  Douglasville, GA                  267,764    12/01           27,377            20,000     7,377            (156)            27,221
Eckerd Drug Store -
  Spartanburg, Spartanburg, SC       10,908    12/01            2,807                 -     2,807              11              2,818
Fayetteville Pavilion,
  Fayetteville, NC                  272,385    12/01           26,898            20,133     6,765           1,285             28,183
Southlake Pavilion, Morrow, GA      525,162    12/01           56,377            39,740    16,637           7,413             63,790
Steeplechase Plaza, Ocala, FL        87,380    12/01            8,647                 -     8,647             457              9,104
Venture Pointev, Duluth, GA         334,620    12/01           26,533            13,334    13,199            (149)            26,384
Sarasota Pavilion, Sarasota, FL     324,140    01/02           42,100                 -    42,100             182             42,282


                                      II-44




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                              NUMBER OF    DATE OF   PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                     SQUARE FEET  PURCHASE        FEE           OF PURCHASE      PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Turkey Creek Phase I,
  Knoxville, TN                  284,224       01/02           21,762                 -    21,762          10,181             31,943
Universal Plaza, Lauderhill,
  FL                              49,816       01/02            9,872                 -     9,872               2              9,874
Hairston Crossing, Decatur,
  GA                              57,884       02/02            6,630                 -     6,630              34              6,664
Just for Feet - Augusta,
  Augusta, GA                     22,115       02/02            3,054                 -     3,054               3              3,057
Just For Feet - Covington,
  Covington, LA                   20,116       02/02            3,447                 -     3,447               -              3,447
Logger Head Junction,
  Sarasota, FL                     4,711       02/02              665                 -       665               -                665
Shoppes of Golden Acres,
  Newport Richey, FL              76,371       02/02           10,831                 -    10,831             101             10,932
Newnan Pavilion, Newnan, GA      481,004       03/02           33,114                 -    33,114           2,623             35,737
Eisenhower Crossing I & II,
  Macon, GA                      403,013 11/01,03/02           43,292                 -    43,292            (286)            43,006
Acworth Avenue Retail
  Shopping Center, Acworth,
  GA                              16,130  12/00,3/02            2,834                 -     2,834              16              2,850
Crystal Springs Shopping
  Center, Crystal Springs,
  FL                              67,021       04/02            7,478                 -     7,478              (2)             7,476
Eckerd Drug Store - Concord,
  Concord, NC                     10,908       04/02            2,039                 -     2,039             156              2,195
Eckerd Drug Store - Tega
  Cay, Tega Cay, SC               13,824       04/02            2,544                 -     2,544             544              3,088
Melbourne Shopping Center,
  Melbourne, FL                  209,217       04/02            9,842             5,949     3,893             935             10,777
Riverstone Plaza, Canton, GA     302,024       04/02           31,943                 -    31,943             243             32,186
Target Center, Columbia, SC       79,253       04/02            7,673                 -     7,673              20              7,693
Hampton Point, Taylors, SC        58,316       05/02            4,526                 -     4,526              55              4,581
Northpoint Marketplace,
  Spartanburg, SC                101,982       05/02            8,269                 -     8,269            (128)             8,141
Oleander Shopping Center,
  Wilmington, NC                  51,888       05/02            5,221             3,000     2,221              12              5,233
Sharon Greens, Cumming, GA        98,317       05/02           13,062                 -    13,062              79             13,141
Bass Pro Outdoor World,
  Dania Beach, FL                165,000       06/02           18,220                 -    18,220              16             18,236
Chesterfield Crossings,
  Richmond, VA,                   68,898       06/02           10,982                 -    10,982             723             11,705
Circuit City-Rome, Rome, GA       33,056       06/02            4,476                 -     4,476               6              4,482
Circuit City-Vero Beach,
  Vero Beach, FL                  33,243       06/02            5,648                 -     5,648               9              5,657
Hillsboro Square, Deerfield
  Beach, FL                      145,647       06/02           18,985                 -    18,985           2,565             21,550
Stonebridge Square, Roswell,
  GA                             160,104       06/02           19,529                 -    19,529           1,653             21,182
Ward's Crossing, Lynchburg,
  VA                              80,918       06/02           11,100                 -    11,100             (76)            11,024
Circuit City Plaza, Orlando,
  FL                              78,625       07/02           11,518                 -    11,518               -             11,518
Eckerd Drug Store -
  Woodruff, Woodruff, SC          13,824       07/02            2,475                 -     2,475             374              2,849
McFarland Plaza, Tuscaloosa,
  AL                             221,807       07/02           15,259                 -    15,259              21             15,280


                                      II-45




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Sycamore Commons, Matthews, NC      256,523    07/02           38,184                 -    38,184           3,077             41,261
Walk at Highwoods I, Tampa, FL      133,940    07/02           23,999                 -    23,999              72             24,071
Eckerd Drug Store - Blackstock,
  Spartanburg, SC                    10,908    08/02            2,723                 -     2,723               -              2,723
Forestdale Plaza, Jamestown, NC      53,239    08/02            6,670                 -     6,670            (114)             6,556
Sexton Commons, Fuquay Varina,
  NC                                 49,097    08/02            8,023                 -     8,023            (129)             7,894
Shoppes at Lake Mary, Lake
  Mary, FL                           69,843    08/02           11,140                 -    11,140              59             11,199
Wakefield Crossing, Raleigh, NC      75,929    08/02           10,794                 -    10,794            (182)            10,612
Circuit City-Cary, Cary, NC          27,891    09/02            5,650                 -     5,650               4              5,654
Cox Creek, Florence, AL             173,934    09/02           19,231            15,287     3,944              31             19,262
Forest Hills Centre, Wilson, NC      73,280    09/02            6,675                 -     6,675              11              6,686
Golden Gate, Greensboro, NC         153,114    10/02           10,545                 -    10,545              23             10,568
Goldenrod Groves, Orlando, FL       108,944    10/02            9,177                 -     9,177             741              9,918
City Crossing, Warner Robins,
  GA                                187,099    11/02           14,644                 -    14,644           3,204             17,848
Clayton Corners, Clayton, NC        125,656    11/02           14,994             9,740     5,254              (5)            14,989
CompUSA Retail Center, Newport
  News, VA                           47,134    11/02            7,324                 -     7,324               5              7,329
Duvall Village, Bowie, MD            82,522    11/02           13,046                 -    13,046             369             13,415
Gateway Plaza - Jacksonville,
  Jacksonville, NC                  101,682    11/02           11,865                 -    11,865             (24)            11,841
Harundale Plaza, Glen Burnie,
  MD                                274,160    11/02           24,752                 -    24,752             (40)            24,712
Jones Bridge Plaza, Norcross,
  GA                                 83,363    11/02            7,525                 -     7,525             401              7,926
Lakewood Ranch, Bradenton, FL        69,472    11/02            9,494             4,400     5,094              39              9,533
North Aiken Bi-Lo Center,
  Aiken, SC                          59,204    11/02            5,816                 -     5,816              13              5,829
Plant City Crossing, Plant
  City, FL                           85,252    11/02           10,879                 -    10,879             (16)            10,863
Presidential Commons,
  Snellville, GA                    372,149    11/02           45,032            26,113    18,919               6             45,038
Rainbow Foods - Garland,
  Garland, TX                        70,576    11/02            5,098                 -     5,098               5              5,103
Rainbow Foods - Rowlett,
  Rowlett, TX                        63,117    11/02            4,604                 -     4,604               2              4,606
River Ridge, Birmingham, AL         158,755    11/02           26,492                 -    26,492              79             26,571
Rosedale Shopping Center,
  Huntersville, NC                   94,248    11/02           19,544            13,300     6,244            (122)            19,422
Shoppes on the Circle, Dothan,
  AL                                149,085    11/02           15,013            12,210     2,803              19             15,032
Southlake Shopping Center,
  Cornelius, NC                     131,247    11/02           13,633             7,962     5,671             (15)            13,618
Village Square at Golf, Boynton
  Beach, FL                         134,894    11/02           18,537                 -    18,537            (263)            18,274


                                      II-46




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Chatham Crossing, Siler City,
  NC                                 32,000    12/02            3,964                 -     3,964              16              3,980
Columbiana Station, Columbia,
  SC                                270,649    12/02           46,615                 -    46,615             193             46,808
Gateway Plaza - Conway, Conway,
  SC                                 62,428    12/02            6,295                 -     6,295               -              6,295
Lakeview Plaza, Kissimmee, FL        54,788    12/02            6,187             3,613     2,574              19              6,206
Meadowmont Village Center,
  Chapel Hill, NC                   133,471    12/02           26,808                 -    26,808            (581)            26,227
Shoppes at Citiside, Charlotte,
  NC                                 75,478    12/02            9,706                 -     9,706             326             10,032
Shoppes at New Tampa, Wesley
  Chapel, FL                        158,342    12/02           19,196                 -    19,196            (266)            18,930
Camp Hill Center, Harrisburg,
  PA                                 63,350    01/03            7,786                 -     7,786               5              7,791
Eckerd Drug Store - #5018,
  Amherst, NY                        10,908    01/03            2,805             1,582     1,223               -              2,805
Eckerd Drug Store - #5661,
  Buffalo, NY                        12,732    01/03            3,145             1,777     1,368               -              3,145
Eckerd Drug Store - #5786,
  Dunkirk, NY                        10,908    01/03            1,720               905       815               -              1,720
Eckerd Drug Store - #5797,
  Cheektowaga, NY                    10,908    01/03            3,756             1,636     2,120              (1)             3,755
Eckerd Drug Store - #6007,
  Connelsville, PA                   10,908    01/03            3,503             1,636     1,867               -              3,503
Eckerd Drug Store - #6036,
  Pittsburgh, PA                     10,908    01/03            3,840             1,636     2,204              (1)             3,839
Eckerd Drug Store - #6040,
  Monroeville,PA                     12,738    01/03            5,430             1,911     3,519              (2)             5,428
Eckerd Drug Store - #6043,
  Monroeville,PA                     10,908    01/03            3,315             1,637     1,678               -              3,315
Eckerd Drug Store - #6062,
  Harborcreek, PA                    10,908    01/03            2,527             1,418     1,109               -              2,527
Eckerd Drug Store - #6089,
  Weirton, WV                        10,908    01/03            2,472             1,374     1,098               -              2,472
Eckerd Drug Store - #6095,
  Cheswick, PA                       10,908    01/03            2,791             1,571     1,220               -              2,791
Eckerd Drug Store - #6172,
  New Castle,PA                      10,908    01/03            2,877             1,636     1,241               -              2,877
Eckerd Drug Store - #6193,
  Erie, PA                           10,908    01/03            2,919             1,636     1,283               -              2,919
Eckerd Drug Store - #6199,
  Millcreek, PA                      10,908    01/03            3,729             1,637     2,092              (1)             3,728
Eckerd Drug Store - #6257,
  Millcreek, PA                      10,908    01/03            1,444               640       804               -              1,444
Eckerd Drug Store - #6286,
  Erie, PA                           10,908    01/03            4,193             1,601     2,592              (1)             4,192
Eckerd Drug Store - #6334,
  Erie, PA                           10,908    01/03            2,997             1,636     1,361               -              2,997
Eckerd Drug Store - #6392,
  Penn, PA                           10,908    01/03            2,949             1,636     1,313               -              2,949
Eckerd Drug Store - #6695,
  Plum Borough, PA                   10,908    01/03            3,669             1,637     2,032               -              3,669
Eckerd Drug Store - Piedmont,
  Piedmont, SC                       10,908    01/03            1,968                 -     1,968               5              1,973
Market Square, Douglasville,
  GA                                121,774    01/03           12,905             8,390     4,515             787             13,692
Springfield Park,
  Lawrenceville, GA                 105,321    01/03           10,924                 -    10,924               5             10,929


                                      II-47




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Tequesta Shoppes Plaza,
  Tequesta, FL                      109,937    01/03           11,439                 -    11,439            (248)            11,191
Capital Crossing, Raleigh, NC        92,248    02/03            9,984                 -     9,984              14              9,998
Colonial Promenade Bardmore
  Center, Largo, FL                 152,667    02/03           17,151                 -    17,151              45             17,196
Commonwealth Center II,
  Richmond, VA                      165,382    02/03           22,278                 -    22,278            (133)            22,145
Concord Crossing, Concord, NC        55,930    02/03            5,331                 -     5,331               5              5,336
Fountains, Plantation, FL           408,807    02/03           44,412                 -    44,412               -             44,412
Marketplace at Mill Creek,
  Buford, GA                        398,407    02/03           50,118                 -    50,118              50             50,168
Monroe Shopping Center, Monroe,
  NC                                 45,080    02/03            3,548                 -     3,548               5              3,553
Oakley Plaza, Asheville, NC         118,727    02/03            9,469                 -     9,469               4              9,473
Overlook at King of Prussia,
  King of Prussia, PA               186,980    02/03           57,045            30,000    27,045              15             57,060
Paraiso Plaza, Hialeah, FL           61,012    02/03            9,481                 -     9,481              26              9,507
Publix Brooker Creek, Palm
  Harbor, FL                         77,596    02/03            8,719             4,468     4,251             146              8,865
Sheridan Square, Dania, FL           67,425    02/03            7,586                 -     7,586              23              7,609
Stonecrest Marketplace,
  Lithonia, GA                      264,447    02/03           34,742                 -    34,742            (115)            34,627
Suwanee Crossroads, Suwanee, GA      69,500    02/03           12,068                 -    12,068             (69)            11,999
Windsor Court Shopping Center,
  Windsor Court, CT                  78,480    02/03           14,639                 -    14,639              10             14,649
Downtown Short Pump, Richmond,
  VA                                125,553    03/03           33,515                 -    33,515            (147)            33,368
Valley Park Commons,
  Hagerstown, MD                     89,579    03/03           11,317                 -    11,317              12             11,329
Eckerd - Perry Creek, Perry
  Creek, NC                          10,908    09/02            2,795                 -     2,795             (66)             2,729
Village Center, Mt. Pleasant,
  WI                                217,103    03/03           23,987                 -    23,987             (33)            23,954
Watercolor Crossing,
  Tallahassee, FL                    43,200    03/03            5,485                 -     5,485               -              5,485
Bi-Lo - Southern Pines,
  Southern Pines, NC                 57,404    04/03            8,127                 -     8,127             (62)             8,065
Creeks at Virginia Center,
  Richmond, VA                      266,266    04/03           39,458            27,804    11,654           1,608             41,066
Flamingo Falls, Pembroke Pines,
  FL                                108,565    04/03           23,946                 -    23,946               -             23,946
Glenmark Shopping Center,
  Morgantown, WV                    122,167    04/03           12,982                 -    12,982             335             13,317
River Run, Miramar, FL               93,643    04/03           11,638                 -    11,638              (5)            11,633
Westside Centre Shopping
  Center, Huntsville, AL            490,784    04/03           46,015            39,350     6,665           2,035             48,050
440 Commons, Jersey City, NJ        162,533    05/03           18,046                 -    18,046               9             18,055
Barrett Pavilion, Kennesaw, GA      460,755    05/03           80,183                 -    80,183             (51)            80,132
Bi-Lo - Asheville, Asheville, NC     54,319    05/03            7,727                 -     7,727              (1)             7,726


                                      II-48




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Bi-Lo - Shelmore, Mt. Pleasant,
  SC                                 61,705    05/03           11,836                 -    11,836              10             11,846
Bi-Lo - Sylvania, Sylvania, GA       36,000    05/03            4,407                 -     4,407               2              4,409
Birkdale Village, Charlotte, NC     653,983    05/03           96,410                 -    96,410            (897)            95,513
BJ'S Wholesale Club, Charlotte,
  NC                                 99,792    05/03           13,025                 -    13,025               1             13,026
Brick Center Plaza, Brick, NJ       114,028    05/03           19,451                 -    19,451              13             19,464
East Hanover Plaza, East
  Hanover, NJ                       122,028    05/03           17,312                 -    17,312               5             17,317
Eckerd Drug Store - #0234,
  Marietta, GA                       10,880    05/03            2,044             1,161       883               4              2,048
Eckerd Drug Store - #0444,
  Gainesville, GA                    10,594    05/03            1,986             1,129       857               4              1,990
Eckerd Drug Store - #0818, Ft.
  Worth, TX                          10,908    05/03            2,691             1,540     1,151               4              2,695
Eckerd Drug Store - #0862,
  Wichita Falls, TX                   9,504    05/03            2,087             1,203       884               4              2,091
Eckerd Drug Store - #0943,
  Richardson, TX                     10,560    05/03            2,354             1,338     1,016               4              2,358
Eckerd Drug Store - #0963,
  Richardson, TX                     10,560    05/03            2,313             1,316       997               4              2,317
Eckerd Drug Store - #0968,
  Wichita Falls, TX                   9,504    05/03            1,837             1,036       801               4              1,841
Eckerd Drug Store - #0980,
  Dallas, TX                          9,504    05/03            1,917             1,097       820               4              1,921
Eckerd Drug Store - #2320,
  Snellville, GA                     10,594    05/03            2,230             1,271       959               4              2,234
Eckerd Drug Store - #2506,
  Dallas, TX                          9,504    05/03            2,073             1,177       896               4              2,077
Eckerd Drug Store - #3072,
  Richland Hills, TX                 10,908    05/03            2,663             1,521     1,142               4              2,667
Eckerd Drug Store - #3152,
  Lake Worth, TX                      9,504    05/03            1,805             1,021       784               4              1,809
Eckerd Drug Store - #3169,
  River Oaks, TX                     10,908    05/03            2,705             1,546     1,159               4              2,709
Eckerd Drug Store - #3192,
  Tyler, TX                           9,504    05/03            1,495               845       650               4              1,499
Eckerd Drug Store - #3338,
  Kissimmee, FL                      10,880    05/03            2,479             1,407     1,072               4              2,483
Eckerd Drug Store - #3350,
  Oklahoma City, OK                   9,504    05/03            1,776             1,005       771               4              1,780
Eckerd Drug Store - #3363,
  Ft. Worth, TX                       9,504    05/03            1,661               941       720               4              1,665
Eckerd Drug Store - #3449,
  Lawrenceville, GA                   9,504    05/03            2,061                 -     2,061               4              2,065
Eckerd Drug Store - #3528,
  Plano, TX                          10,908    05/03            2,535             1,445     1,090               4              2,539
Edgewater Town Center,
  Edgewater, NJ                      77,446    05/03           27,030                 -    27,030              11             27,041
Goody's Shopping Center,
  Augusta, GA                        22,560    05/03            2,051                 -     2,051               -              2,051
Heritage Pavilion, Smyrna, GA       262,961    05/03           40,013                 -    40,013               4             40,017
Hiram Pavilion, Hiram, GA           363,618    05/03           36,787                 -    36,787           1,559             38,346
Killearn Shopping Center,
  Tallahassee, FL                    94,547    05/03           10,945             4,041     6,904              80             11,025


                                      II-49




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Midway Plaza, Tamarac, FL           227,209    05/03           26,858                 -    26,858             265             27,123
North Hill Commons, Anderson,
  SC                                 42,942    05/03            4,541                 -     4,541               1              4,542
Sandy Plains Village, Roswell,
  GA                                175,035    05/03           18,055                 -    18,055              84             18,139
Shoppes at Paradise Pointe, Ft
  Walton Beach, FL                   84,070    05/03           11,591                 -    11,591             (94)            11,497
Sony Theatre Complex, East
  Hanover, NJ                        70,549    05/03           12,068                 -    12,068               5             12,073
Town & Country, Knoxville, TN       639,135    05/03           49,812                 -    49,812           1,397             51,209
Village Crossing, Skokie, IL        427,722    05/03           69,443                 -    69,443           6,001             75,444
West Falls Plaza, West
  Paterson, NJ                       88,913    05/03           20,980                 -    20,980               5             20,985
CostCo Plaza, White Marsh, MD       209,841    06/03           16,857                 -    16,857               5             16,862
Denbigh Village Shopping
  Center, Newport News, VA          311,583    06/03           20,855                 -    20,855            (106)            20,749
Shoppes at Lake Dow, McDonough,
  GA                                 73,271    06/03           11,014                 -    11,014             (68)            10,946
Willoughby Hills Shopping
  Center, Willoughby Hills, OH      359,414    06/03           37,705            14,480    23,225              22             37,727
Cascades Marketplace, Sterling,
  VA                                 98,532    07/03           16,840                 -    16,840               5             16,845
Fayette Pavilion III,
  Fayetteville, GA                  619,856    07/03           46,308                 -    46,308           2,540             48,848
Northlake Commons, Palm Beach
  Gardens, FL                       143,955    07/03           21,643                 -    21,643             523             22,166
Route 22 Retail Shopping
  Center, Union, NJ                 110,453    07/03           19,054            11,355     7,699               -             19,054
Vision Works, Plantation, FL          6,891    07/03            1,732                 -     1,732               6              1,738
Bellevue Place Shopping Center,
  Nashville, TN                      77,249    08/03           10,884                 -    10,884               5             10,889
Camfield Corners, Charlotte, NC      69,887    08/03            9,339                 -     9,339               2              9,341
Kensington Place, Murfreesboro,
  TN                                 70,624    08/03            7,167                 -     7,167               -              7,167
Largo Town Center, Upper
  Marlboro, MD                      270,310    08/03           30,947                 -    30,947               7             30,954
Naugatuck Valley Shopping
  Center, Waterbury, CT             383,332    08/03           50,452                 -    50,452               8             50,460
Riverdale Shops, West
  Springfield, MA                   273,928    08/03           42,055                 -    42,055              34             42,089
Spring Mall Center,
  Springfield, VA                    56,511    08/03           10,481                 -    10,481               2             10,483
Walgreen's, Port Huron, MI           14,998    08/03            4,368                 -     4,368               9              4,377
Bank First, Winter Park, FL           3,348    09/03              723                 -       723               8                731
Carlisle Commons, Carlisle, PA      393,023    09/03           39,635                 -    39,635              10             39,645
Circuit City - Culver City,
  Culver City, CA                    32,873    09/03            8,781                 -     8,781               4              8,785
Circuit City - Highland Ranch,
  Highland Ranch, CO                 43,480    09/03            5,628                 -     5,628               3              5,631
Circuit City - Olympia,
  Olympia, WA                        35,776    09/03            5,632                 -     5,632               3              5,635


                                      II-50




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Fayette Pavilion I & II,
  Fayetteville, GA                  791,373    09/03           88,521                 -    88,521            (357)            88,164
Kroger - Cincinnati,
  Cincinnati, OH                     56,634    09/03            7,431                 -     7,431               3              7,434
Kroger - Grand Prairie, Grand
  Prairie, TX                        64,522    09/03            5,793                 -     5,793               7              5,800
Kroger - Westchester,
  Westchester, OH                    56,083    09/03            4,670                 -     4,670               3              4,673
Lowe's Home Improvement -
  Baytown, Baytown, TX              125,357    09/03           11,478                 -    11,478               7             11,485
Lowe's Home Improvement -
  Cullman, Cullman, AL              101,287    09/03            8,960                 -     8,960               3              8,963
Lowe's Home Improvement -
  Houston, Houston, TX              131,644    09/03           12,050                 -    12,050               7             12,057
Lowe's Home Improvement -
  Steubenville, Steubenville, OH    130,497    09/03           11,442                 -    11,442               3             11,445
Southwood Plantation,
  Tallahassee, FL                    62,700    10/02            7,738                 -     7,738               4              7,742
Super Wal-Mart - Alliance,
  Alliance, OH                      200,084    09/03           15,879                 -    15,879               3             15,882
Super Wal-Mart - Greenville,
  Greenville, SC                    200,084    09/03           16,971                 -    16,971               3             16,974
Super Wal-Mart - Winston-Salem,
  Winston-Salem, NC                 204,931    09/03           18,721                 -    18,721               3             18,724
Eckerd - Gaffney, Gaffney, SC        13,813    12/02            2,374                 -     2,374             502              2,876
Wal-Mart/Sam's Club, Worcester,
  MA                                107,929    09/03           11,194                 -    11,194               3             11,197
Bi-Lo at Northside Plaza,
  Greenwood, SC                      41,581    10/03            4,069                 -     4,069               -              4,069
Cedar Springs Crossing,
  Spartanburg, SC                    86,581    10/03           10,191                 -    10,191               -             10,191
Clearwater Crossing, Flowery
  Branch, GA                         90,566    10/03           13,303                 -    13,303               -             13,303
Cortez Plaza, Bradenton, FL         286,610    10/03           26,819            16,828     9,991           1,854             28,673
Houston Square, Warner Robins,
  GA                                 60,799    10/03            5,214                 -     5,214               -              5,214
Lexington Place, Lexington, SC       83,167    10/03            8,481                 -     8,481               -              8,481
Manchester Broad Street,
  Manchester, CT                     68,509    10/03           13,119                 -    13,119               -             13,119
Plaza Del Paraiso, Miami, FL         82,442    10/03           15,417                 -    15,417               -             15,417
Seekonk Town Center, Seekonk,
  MA                                 80,713    10/03           11,068                 -    11,068               -             11,068
Shoppes of Ellenwood,
  Ellenwood, GA                      67,721    10/03           10,703                 -    10,703               -             10,703
Shoppes of Lithia, Brandon, FL       71,430    10/03           12,926                 -    12,926               -             12,926
Crossroads Plaza, Lumberton, NJ      89,627    11/03           18,232                 -    18,232               -             18,232
Hilliard Rome, Columbus, OH         110,772    11/03           17,171            11,883     5,288             231             17,402
Loisdale Center, Springfield,
  VA                                120,742    11/03           29,051                 -    29,051               -             29,051
Middletown Village, Middletown,
  RI                                 98,161    11/03           17,871                 -    17,871               -             17,871
Shoppes at Oliver's Crossing,
  Winston-Salem, NC                  76,512    11/03           10,386                 -    10,386               -             10,386


                                      II-51




                                                      PURCHASE PRICE      MORTGAGE                  OTHER CASH
                                 NUMBER OF  DATE OF  PLUS ACQUISITION FINANCING AT DATE CASH DOWN  EXPENDITURES    TOTAL ACQUISITION
PROPERTY                        SQUARE FEET PURCHASE       FEE           OF PURCHASE     PAYMENT  CAPITALIZED (A)       COST(B)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Squirewood Village, Dandridge,
  TN                                 46,150    11/03            3,442                 -      3,442              -              3,442
Waterfront Marketplace/Town
  Center, Homestead, PA             755,407    11/03          113,024            72,035     40,989          4,694            117,718
Winslow Bay Commons,
  Mooresville, NC                   255,598    11/03           42,132                 -     42,132              -             42,132
Albertson's at Bloomingdale
  Hills, Brandon, FL                 78,686    12/03            5,856                 -      5,856              -              5,856
Oak Summit, Winston-Salem, NC       142,739    12/03           13,666                 -     13,666              -             13,666
Paradise Place, West Palm
  Beach, FL                          69,620    12/03           11,688                 -     11,688              -             11,688
Pointe at Tampa Plams, Tampa,
  FL                                 20,258    12/03            5,282                 -      5,282              -              5,282
Southhampton Village, Tyrone,
  GA                                 77,900    11/02           10,610                 -     10,610              -             10,610
Shoppes on the Ridge                 91,165    12/02           11,422                 -     11,422              -             11,422
                                ----------------------------------------------------------------------------------------------------
  Total for 2001 through 2003
    acquisitions                 29,573,733                 3,653,755           497,556  3,156,199         59,541          3,713,296
                                ====================================================================================================

DEVELOPMENT PROJECTS
Fayette Pavilion III,
  Fayetteville, GA                      N/A    07/03              203                 -        203              -                203
Fountains, Plantation, FL               N/A    02/03            2,664                 -      2,664              -              2,664
Hiram Pavilion, Hiram, GA               N/A    05/03              695                 -        695              -                695
Northlake Commons, Palm Beach
  Gardens, FL                           N/A    07/03              640                 -        640              -                640
Redbud Commons Gastonia, NC             N/A    06/03            5,101                 -      5,101              -              5,101
Shoppes of Golden Acres II,
  Newport Richey, FL                    N/A    02/02              189                 -        189              -                189
Southhampton Village, Tyrone,
  GA                                    N/A    11/02               62                 -         62              -                 62
Southlake Pavilion, Morrow, GA          N/A    12/01              702                 -        702              -                702
Turkey Creek II, Knoxville, TN          N/A    01/02            1,317                 -      1,317              -              1,317
Watercolor Crossing,
  Tallahassee, FL                       N/A    03/03            1,028                 -      1,028              -              1,028
Westside Center, Huntsville,
  AL                                    N/A    04/03            4,888                 -      4,888              -              4,888
                                ----------------------------------------------------------------------------------------------------
  Total for Development
    projects at 12/31/03                  -                    17,489                 -     17,489              -             17,489
                                ====================================================================================================

GRAND TOTAL                      31,875,622                 3,935,930           529,516  3,406,414         64,085          4,000,015
                                ====================================================================================================


                                      II-52


                              TABLE VI- (CONTINUED)

                      ACQUISITION OF PROPERTIES BY PROGRAMS

                                NOTES TO TABLE VI

(A) "Other Cash Expenditures Capitalized" consists of improvements to the
property and acquisition expenses which are capitalized and paid or to be paid
from the proceeds of the offering. As part of several purchases, rent is
received under master lease agreements on the spaces currently vacant for
periods ranging from one to two years or until the spaces are leased. As these
payments are received, they are recorded as a reduction in the purchase price of
the properties and have been netted against other cash expenditures capitalized.

(B) "Total Acquisition Cost" is the sum of columns captioned "Purchase Price
Plus Acquisition Fee" and "Other Cash Expenditures Capitalized.

                                      II-53


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
Post-Effective Amendment No.1 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oak Brook,
State of Illinois, on the 16th day of March, 2005.


                              INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.


                              By: /s/ Robert D. Parks
                                ------------------------------------------------
                                  Robert D. Parks
                                  President, Chief Executive Officer and
                                  Chief Operating Officer

                                      II-54


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.



              NAME                                        CAPACITY                            DATE
              ----                                        --------                            ----
                                                                                   
/s/ Robert D. Parks                        Chairman and Director                         March 16, 2005
---------------------------------
Robert D. Parks


/s/ Steven P. Grimes                       Treasurer and Principal financial officer     March 16, 2005
---------------------------------
Steven P. Grimes


/s/ Lori J. Foust                          Principal accounting officer                  March 16, 2005
---------------------------------
Lori J. Foust


/s/ Brenda G. Gujral                       Director                                      March 16, 2005
---------------------------------
Brenda G. Gujral

    *                                      Independent Director                          March 16, 2005
--------------------------
Frank Catalano

    *                                      Independent Director                          March 16, 2005
--------------------------
Ken Beard

     *                                     Independent Director                          March 16, 2005
--------------------------
Paul R. Gauvreau

     *                                     Independent Director                          March 16, 2005
--------------------------
Gerald M. Gorski

     *                                     Independent Director                          March 16, 2005
---------------------------------
Barbara A. Murphy



/s/ Roberta S. Matlin
---------------------------------

* Signed on behalf of the named individuals by Roberta S. Matlin, under power of
attorney.

                                      II-55