As filed with the Securities and Exchange Commission on September 15, 2004

                                                     Registration No. 333-103799
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                         POST-EFFECTIVE AMENDMENT NO. 5
                                       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

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



This Post-Effective Amendment No. 5 consists of the following:


1. Supplement No. 33 dated September 15, 2004 to the Registrant's Prospectus
dated September 15, 2003, included herewith, which will be delivered as an
unattached document along with the Prospectus dated September 15, 2003.

2. The Registrant's final form of Prospectus dated September 15, 2003,
previously filed pursuant to Rule 424(b)(1) on September 15, 2003 and refiled
herewith.

3. Part II, included herewith.

4. Signatures, included herewith.



                                SUPPLEMENT NO. 33
                            DATED SEPTEMBER 15, 2004
                   TO THE PROSPECTUS DATED SEPTEMBER 15, 2003
                OF INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.


We are providing this Supplement No. 33 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. 33
supplements, modifies or supersedes certain information contained in our
prospectus, and prior Supplements No. 1 through 32 (dated October 23, 2003
through September 10, 2004) and must be read in conjunction with our prospectus.

                                TABLE OF CONTENTS




                                                                     Supplement No.    Prospectus
                                                                        Page No.        Page No.
                                                                  -----------------------------------
                                                                                         
Prospectus Summary                                                         1                     6
Risk Factors                                                               5                    12
Conflicts of Interest                                                      6                    36
Compensation Table                                                         6                    40
Prior Performance of Our Affiliates                                        8                    47
Management                                                                27                    68
Principal Stockholders                                                    33                    85
Investment Objectives and Policies                                        33                    88
Real Property Investments                                                 35                    98
Management's Discussion and Analysis of Our Financial
  Condition and Results of Operations                                    130                   105
Plan of Distribution                                                     149                   148
How to Subscribe                                                         150                   157
Experts                                                                  151                   172



                               PROSPECTUS SUMMARY

THE TYPES OF REAL ESTATE THAT WE MAY ACQUIRE AND MANAGE.


THE FOURTH PARAGRAPH UNDER THIS SECTION ON "THE TYPES OF REAL ESTATE THAT WE MAY
ACQUIRE AND MANAGE", WHICH STARTS ON PAGE 1 OF OUR PROSPECTUS IS SUPERCEDED
IN THE ENTIRETY TO READ AS FOLLOWS:


          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 properties primarily for income as
distinguished from primarily for capital gain. As a result, many of our recently
acquired properties 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.

                                        1


OUR SPONSOR, OUR ADVISOR AND THE INLAND GROUP.


THE LAST PARAGRAPH UNDER THIS SECTION ON THE "OUR SPONSOR, OUR ADVISOR AND THE
INLAND GROUP" WHICH STARTS ON PAGE 2 OF OUR PROSPECTUS IS SUPERCEDED IN THE
ENTIRETY TO READ AS FOLLOWS:


          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 advisor.
Inland Securities Corporation, another affiliate of The Inland Group, is the
managing dealer of this offering. Inland Western Management Corp., Inland
Northwest Property Management Corp., Inland Southwest Property Management Corp.
and Inland Pacific Property Management Corp., 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
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.


ORGANIZATIONAL CHART


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

                                        2


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*
               ------------------            ---------           ---------           ---------
                       ||                       ||                  ||                   ||
                       ====================================================================
                                                          ||
                                               -----------------------
                                               THE INLAND GROUP, INC.*
                                               -----------------------
                                                          ||
                                                          ||
        =======================================================================================================================
        ||                                    ||                                       ||                         ||         ||
        ||                                    ||                                       ||                         ||         ||
--------------------- -------------------------------------------------  ------------------------------  ------------------  ||
The Inland Services           The Inland Property Management                      Inland Real               Inland Real      ||
    Group, Inc.                         Group, Inc.                      Estate Investment Corporation   Estate Transaction  ||
                                                                                  (our sponsor)              Group, Inc.     ||
--------------------- -------------------------------------------------  ------------------------------  ------------------  ||
        ||                                      ||                                             ||        ||                  ||
        ||             ==============================================================          ||        ||                  ||
        ||             ||                  ||                 ||                    ||         ||        ||                  ||
        ||             ||                  ||                 ||                    ||         ||        ||                  ||
--------------- ------------------ ------------------ ------------------- ---------------------||        ||                  ||
Inland Risk and   Inland Western    Inland Northwest    Inland Southwest     Inland Pacific    ||        ||                  ||
   Insurance        Management         Management     Property Management Property Management  ||        ||                  ||
  Management           Corp.              Corp.             Corp.                Corp.         ||        ||                  ||
 Services, Inc. (property manager) (property manager) (property manager)  (property manager)   ||        ||                  ||
--------------- ------------------ ------------------ ------------------- ---------------------||        ||                  ||
         |              |                  |                   |                     |         ||        ||                  ||
         |              |                  |                   |                     |         ||        ||                  ||
         |              ==============================================================         ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |                                                                  ||        ||                  ||
         |                  |              ========================================================      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |              ||                         ||                         ||      ||                  ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |       Inland Securities   Inland Western Retail Real   Inland Partnership  ||     Inland Mortgage
         |                  |          Corporation    Estate Advisory Services, Inc.   Property Sales    ||  Investment Corporation
         |                  |                                 (our advisor)             Corporation      ||
         |                  |       ----------------- ------------------------------ ------------------  ||  ----------------------
         |                  |          |                 |                                               ||              ||
         |                  |          |                 |         ========================================        ============
         |                  |          |                 |         ||           ||                       ||        ||         ||
         |                  |          |                 |    -----------   -----------   ------------------ ----------- ----------
    ------------            |          |                 |    Inland Real   Inland Real       Inland Real      Inland      Inland
      Insurance             |          |                 |      Estate        Estate            Estate        Mortgage    Mortgage
      Services              |          |                 |    Sales, Inc.   Development   Acquisitions, Inc. Corporation  Servicing
    ------------            |          |                 |    -----------   -----------   ------------------ ----------- Corporation
         |                  |          |                 |         |             |                 |              |      -----------
         |                  |          |                 |         |             |                 |              |            |
         |                  |          |                 |         |             |                 |              |            |
         |                  |          |                 |    -----------        |                 |              |            |
         |                  |          |                 |    Real Estate        |                 |              |            |
         |  -----------------------    |                 |    -----------        |                 |              |            |
         |  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 will be 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.

Solid lines indicate 100% ownership.
Broken lines indicate service.

                                        3


CONFLICTS OF INTEREST


THE SECOND BULLET POINT UNDER THIS SECTION UNDER "CONFLICTS OF INTEREST" ON PAGE
5 OF OUR PROSPECTUS IS 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 Western Management Corp., Inland Northwest Property
          Management Corp., Inland Southwest Property Management Corp. and
          Inland Pacific Property Management Corp. for their various services
          which may not be on market terms and is payable, in most cases,
          whether or not our stockholders receive distributions;

COMPENSATION TO BE PAID TO OUR ADVISOR AND AFFILIATES

THE DISCUSSION UNDER THIS SECTION ON THE "ACQUISITION EXPENSES", WHICH STARTS ON
PAGE 6 OF OUR PROSPECTUS, SHOULD READ:

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, (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.

THE DISCUSSION UNDER THIS SECTION ON THE "INCENTIVE ADVISORY FEE", WHICH STARTS
ON PAGE 7 OF OUR PROSPECTUS, SHOULD READ:

After our stockholders have first received a 10% cumulative, non-compounded
return and a 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 our advisor.

                                  RISK FACTORS

THE LAST SENTENCE OF THE FIRST PARAGRAPH ON PAGE 12, UNDER THIS HEADING, IS
MODIFIED TO READ AS FOLLOWS:

We will 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 will be limited.

THE SECOND PARAGRAPH ON PAGE 13, UNDER THIS HEADING, IS DELETED.

THE SECOND TO LAST SENTENCE OF THE THIRD PARAGRAPH ON PAGE 19, UNDER THIS
HEADING IS MODIFIED TO READ AS FOLLOWS:


Our advisor receives fees based on the book value including acquired intangibles
of the properties under management.


THE FIFTH SENTENCE OF THE FIRST PARAGRAPH ON PAGE 20, UNDER THIS HEADING IS
MODIFIED TO READ AS FOLLOWS:


Our advisor received fees based on the book value including acquired intangibles
of the properties under management.

                                        5


                              CONFLICTS OF INTEREST

THE LAST SENTENCE OF THE FOURTH PARAGRAPH ON PAGE 36, UNDER THIS HEADING, IS
MODIFIED TO READ AS FOLLOWS:

If Inland Retail Real Estate Trust, Inc., does not purchase the prospective
property, it will then be offered to us.

THE SIXTH SENTENCE OF THE FIFTH PARAGRAPH ON PAGE 37, UNDER THIS HEADING IS
MODIFIED TO READ AS FOLLOWS:


Our advisor received fees based on the book value including acquired intangibles
of the properties under management.

                               COMPENSATION TABLE

THE DISCUSSION UNDER THIS SECTION "NONSUBORDINATED PAYMENTS - OFFERING STAGE" ON
THE MARKETING CONTRIBUTION AND DUE DILIGENCE EXPENSE ALLOWANCE PAID TO THE
MANAGING DEALER AND SOLICITING DEALERS, WHICH STARTS ON PAGE 40 OF OUR
PROSPECTUS, SHOULD READ AS FOLLOWS:



          TYPE OF COMPENSATION                                                                 ESTIMATED MAXIMUM
              AND RECIPIENT                        METHOD OF COMPENSATION                        DOLLAR AMOUNT
----------------------------------------------------------------------------------------------------------------------------
                                                                              
Marketing contribution and due diligence   We will pay an amount equal to 2.5% of   The actual amount depends on the
expense allowance paid to the managing     the gross offering proceeds to the       number of shares. If there are no
dealer and soliciting dealers.             managing dealer, all or a portion of     special sales, approximately the
                                           which may be passed on to soliciting     following amounts will be paid for the
                                           dealers, in lieu of reimbursement of     marketing contribution and the due
                                           specific expenses associated with        diligence expense allowance:
                                           marketing. We may pay an additional
                                           0.5% of the gross offering proceeds to   -    $60,000 if we sell the minimum
                                           the managing dealer, which may be             number of shares; or
                                           passed on to the soliciting dealers,
                                           for due diligence expenses. We will      -    $75,000,000 if we sell the
                                           not pay the marketing contribution and        maximum number of shares.
                                           due diligence expense allowance in
                                           connection with any special sales,
                                           except those receiving volume
                                           discounts and those described in "Plan
                                           of Distribution - Volume Discounts."


                                        6


THE DISCUSSION UNDER THIS SECTION "SUBORDINATED PAYMENTS - OPERATIONS STAGE" ON
THE ADVISOR ASSET MANAGEMENT FEE PAID TO OUR ADVISOR, WHICH STARTS ON PAGE 43 OF
OUR PROSPECTUS, SHOULD READ AS FOLLOWS:




          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 advisor.                of not more than 1% of our average assets.          received depend upon the sale
                                       Our average assets means the average of the         price of our properties and,
                                       total book value including acquired                 therefore, cannot be
                                       intangibles of our real estate assets plus the      determined at the present
                                       total value of our loans receivables secured        time. If we acquire the
                                       by real estate, before reserves for                 advisor, the advisor asset
                                       depreciation or bad debts or other similar          management fee will cease.
                                       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 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
                                               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.


                                        7


THE DISCUSSION UNDER THIS SECTION "COMPENSATION TO OFFICERS AND DIRECTORS" ON
THE DIRECTOR FEES, WHICH STARTS ON PAGE 45 OF OUR PROSPECTUS SHOULD READ AS
FOLLOWS:





          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
                                             (increasing to $10,000              (increasing to $50,000 effective
                                             effective October 1, 2004)          October 1, 2004), plus fees for
                                             and a fee of $500 for               attending meetings. As of June 30,
                                             attending each meeting of the       2004 our five independent directors
                                             board or one of its                 were paid fees in the aggregate of
                                             committees in person and $350       $69,250. The actual amounts to be
                                             for attending a meeting via         received for future meetings depends
                                             the telephone. Our officers         upon the number of meetings and their
                                             who are also our directors do       attendance and, therefore, cannot be
                                             not receive director fees.          determined at the present time.


THE DISCUSSION UNDER THIS SECTION ON THE "NONSUBORDINATED PAYMENTS - OPERATIONAL
STAGE", WHICH STARTS ON PAGE 41 OF OUR PROSPECTUS, IS MODIFIED AS FOLLOWS:

The last entry "Advisor asset management fee" at the bottom of the page is
deleted.


THE LAST SENTENCE OF THE DISCUSSION ON "ESTIMATED MAXIMUM DOLLAR AMOUNT" UNDER
THIS SECTION ON THE "SUBORDINATED PAYMENTS - OPERATIONAL STAGE", WHICH STARTS ON
PAGE 43 OF OUR PROSPECTUS, IS MODIFIED AS FOLLOWS:

If we acquire the advisor, the advisor asset management fee will cease.

                       PRIOR PERFORMANCE OF OUR AFFILIATES


PRIOR INVESTMENT PROGRAMS


          During the 10-year period ending June 30, 2004, The Inland Group and
its affiliates have sponsored two other REITs and 25 real estate exchange
private placements, which altogether have raised more than $3,093,000,000 from
over 75,000 investors. During that period, Inland Real Estate Corporation and
Inland Retail Real Estate Trust, Inc., the other REITs, have raised over
$2,959,000,000 from over 75,000 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 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

                                        8


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 June 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 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.

                                        9




                                                           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
                                                             JUNE 30, 2004           JUNE 30, 2004           JUNE 30, 2004
                                                          --------------------------------------------------------------------
                                                                                                          
Number of programs sponsored                                                 1                       1                      25
Aggregate amount raised from investors                    $      2,262,634,000             696,827,000             133,628,000
Approximate aggregate number of
  investors                                                             59,000                  16,000                     343
Number of properties purchased                                             271                     146                      25
Aggregate cost of properties                              $      4,016,367,000           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 retail 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)                         36.00%                  40.00%                  60.00%
Existing construction                                                    64.00%                  60.00%                  40.00%

Number of properties sold in whole or in part                                0                       8                       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 June 30, 2004, Inland Real Estate
Corporation purchased 24 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 post-effective amendment. The table
provides more information about these acquisitions.

                                       10


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 June 30, 2004, Inland Real Estate Corporation issued 13,937,881 shares of
common stock through its distribution reinvestment program. As of June 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 $696,827,000 as of June 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 June 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 June 30, 2004, Inland Real Estate Corporation owned 138
properties for a total investment of approximately $1,276,000,000. These
properties were purchased with proceeds received from the above described
offerings of shares of its common stock and financings. As of June 30, 2004,
Inland Real Estate Corporation financed approximately $642,783,000 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 June 30, 2004, Inland Retail Real Estate Trust, Inc. issud 16,028,707
shares through its distribution reinvestment program, and has repurchased a
total of 2,246,611 shares through the share reinvestment program. As a result,
Inland Retail Real Estate Trust Inc. has realized total gross offering proceeds
of approximately $2,262,634,000 as of June 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 June 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.


          As of June 30, 2004, Inland Retail Real Estate Trust, Inc. owned 271
properties for a total investment of approximately $4,016,368,000. These
properties were purchased with proceeds received

                                       11


from the above described offerings of shares of its common stock and financings.
As of June 30, 2004, Inland Retail Real Estate Trust, Inc. financed
approximately $2,246,899,000 on its properties.

                                       12


          The following table summarizes distributions for each of the publicly
registered REITS through June 30,2004:


                                REIT PERFORMANCE
                       Distributions through June 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       30,897,781      30,897,781           *                 -            9.4             8.6
     -----------------------------------------------------------------

          365,301,689     282,115,001     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     93,266,206      93,266,206           *            8.3
     ----------------------------------------------

        337,182,165     241,694,036      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.

                                       13


PRIVATE PARTNERSHIPS


          Since our inception and through June 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 July 1, 1995 through June 30, 2004, investors in The Inland Group
private partnerships have received total distributions in excess of
$271,882,700, 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.

                                       14


          Inland Real Estate Investment Corporation is the general partner of
twenty-seven private limited partnerships and one public limited partnership
that own 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 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 June 30, 2004, three of the Category 1 K-Mart
properties have been sold. Offers have been received on the remaining six, five
of which are under contract. One of the Category 3 properties has been sold, one
is under contract and two have offers pending as of June 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
               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 June 30, 2004,
IREX offered the sale of twenty-five properties with a total property value of
$294,474,000.


          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

                                       15


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 $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 1001 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.

                                       16


          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 $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.

                                       17


          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 & 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

                                       18


were required by the lender. In September 2003, certain information in the
offering was amended and 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
Plainfield1031, 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.


          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

                                       19


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.


          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.


          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.


          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.


          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 indebtedness to certain qualified persons in need of replacement
properties to complete a 1031 tax-

                                       20


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.


          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.


          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. 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.

                                       21


         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 Fees(6)                                       Paid by
                                          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


                                       22




                                                 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
                                  -----------------------------------------------------------------------------------
                                                                                        
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%          6.56%
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


                                     Pier 1                                                    Cross
                                     Retail                                   Bed, Bath &      Creek
                                     Center       Long Run     Forestville      Beyond        Commons
                                    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%
Selling Commission To 3rd
Party Reps                               6.00%          5.84%        5.54%           6.00%        6.00%
Due Diligence Fee                        0.50%         0..49%        0.46%           0.50%        0.50%
Marketing Expenses                       1.00%          0.97%        0.93%           1.00%        1.00%
Offering & Organization                  1.23%          1.07%        1.46%           1.20%        1.14%
Mortgage Broker Fee (IMC)(2)             0.50%          0.47%        0.43%           0.55%        0.40%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          4.29%          5.31%        5.00%           5.15%        5.04%
Bridge Financing Fees                    0.94%
Total Load(4)                            8.28%         22.38%       21.34%          23.13%       22.99%
Asset Management Fees(5)                 0.06%          0.20%        0.00%           0.15%        0.11%
Property Management Fees(6)               5.0%           5.0%         5.0%            5.0%         5.0%
Backend Sales Commission                   NA             NA           NA             N/A           NA


                                       23




                                      BJ's        Barnes &
                                    Shopping    Noble Retail
                                     Center        Center
                                    1031 LLC      1031 LLC
                                  ----------------------------
                                            
Commissions & Fees(1)              Up to 8.59%    Up to 8.69%
Selling Commission To 3rd
Party Reps                               6.00%          6.00%
Due Diligence Fee                        0.50%          0.50%
Marketing Expenses                       1.00%          1.00%
Offering & Organization                  1.09%          1.19%
Mortgage Broker Fee (IMC)(2)             0.50%          0.40%
Acquisition Fee & Carrying
Costs(3)
Acquisition Fee                          5.00%          5.00%
Bridge Financing Fees
Total Load(4)                           26.04%         23.80%
Asset Management Fees(5)                 0.12%          0.13%
Property Management Fees(6)               5.0%           5.0%
Backend Sales Commission                   NA             NA



(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.

                                       24


          The following table summarizes cash distributions to investors for
each of the 1031 Exchange Private Placement Offering Projects through June 30,
2004:


                            1031 EXCHANGE PERFORMANCE
                       DISTRIBUTIONS THROUGH JUNE 30, 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                  05/ 2002                   8.00          8.00        8.07          8.39
                                              4,000,000                  807,036
Sentry Office Building DBT            7                  04/ 2002                                 8.20        8.73          9.25
                                              3,500,000                  676,396
Pets Bowie DBT                        7                  07/ 2002                                 8.89        8.89          9.12
                                              2,600,000                  463,278
1031 Chattanooga DBT                  9                  05/ 2002                                 8.19        8.26          8.26
                                              1,900,000                  317,728
Lansing Shopping Center DBT           5                  09/ 2001                                 8.47        8.29          8.96
                                              5,000,000                  742,590

Inland 220 Celebration Place DBT     35      15,800,000  09/ 2003      1,821,875                  8.08        8.10          8.10

Taunton Circuit DBT                   1       3,750,000  09/ 2002        522,750                  8.22        8.31          8.31

Broadway Commons DBT                 32       8,400,000  12/ 2003        645,185                  8.14        8.22          8.26
Bell Plaza 1031, LLC                  1         890,000  11/ 2003        183,074                 13.53       14.67         16.05

Inland 210 Celebration Place DBT      1       6,300,000  01/ 2003        762,125                              8.23          8.23

CompUSA Retail Building, LLC         11       3,950,000  02/ 2004        226,939                              8.05          8.17
Janesville Deere Distribution
Facility 1031, LLC                   35      10,050,000  01/ 2004        489,369                              7.23          7.35

Fleet Office Building 1031, LLC      30      10,000,000  01/ 2004        440,971                              7.19          7.19
Davenport Deere Distribution
Facility 1031, LLC                   35      15,700,000  04/ 2004        492,322                              7.36          7.36

Grand Chute DST                      29       5,370,000  03/ 2004        129,906                              8.48          8.49

Macon Office DST                     29       6,600,000  03/ 2004        245,266                              8.20          8.20
White Settlement Road Investment,
LLC                                   1       1,420,000  12/ 2003         55,849                                            8.34

Plainfield Marketplace 1031, LLC     31      12,475,000  06/ 2004          1,163                                            7.09

Pier 1 Retail Center 1031, LLC       22       4,300,000  06/ 2004           -                                                -

Long Run 1031, LLC                    1       4,935,000  05/ 2004           -                                                -

Forestville 1031, LLC                 1       3,900,000  05/ 2004         12,918                                            7.55

Bed, Bath & Beyond 1031, LLC          0       6,633,000     *               -                                                -

Cross Creek Commons 1031, LLC        11       6,930,000     *               -                                                -

BJ's Shopping Center 1031, LLC        0       8,365,000     *               -                                                -
Barnes & Noble Retail Center
1031, LLC                             0       3,930,000     *               -                                                -
                                            -----------            -------------
                                            156,698,000                9,036,740
                                            ===========            =============


                                      -25-


* Offering was not complete as of June 30, 2004



                                      -26-


                                   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 Western Management Corporation, Inland Northwest Property
Management Corp., Inland Southwest Property Management Corp. and Inland Pacific
Property Management Corp., 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.

OUR DIRECTORS AND EXECUTIVE OFFICERS

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 68 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:

Effective April 1, 2004, Catherine L. Lynch resigned from her position as
Treasurer of our advisor. Effective April 30, 2004, Kelly E. Tucek resigned from
her position as our Treasurer, Principal Accounting Officer and Principal
Financial Officer. Steven P. Grimes has been appointed as our Treasurer and
Principal Financial Officer, and Lori Foust has been appointed as our Principal
Accounting Officer.

COMPENSATION OF DIRECTORS AND OFFICERS


THE DISCUSSION UNDER THIS SECTION WHICH IS LOCATED ON PAGE 71 OF OUR PROSPECTUS
IS MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:


          We pay our independent directors an annual fee of $5,000 (increasing
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.

OUR ADVISOR

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 73 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION:




Our advisor, Inland Western Retail Real Estate Advisory Services, Inc., is an
Illinois corporation and a wholly owned subsidiary of our sponsor. Our
advisor/business manager 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.

Mr. Steven Grimes (age 37) joined our advisor as its Chief Financial Officer on
February 18, 2004. He is responsible for our finances and borrowings. Prior to
joining the 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.

Ms. Lori Foust (age 39) joined our advisor as Vice President on November 17,
2003. Ms. Foust is responsible for our financial and SEC reporting. Prior to
joining the advisor, Ms. Foust was a senior manager in the real estate division
with Ernst and Young, LLP. She received her B.S. Degree in Accounting and her
M.B.A. Degree from University of Central Florida.

Ms. Debra J. Randall (age 48) joined our advisor as assistant vice president on
January 30, 2004. Ms. Randall is responsible for our financial and SEC
reporting. Prior to joining the 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 in
Liberal Arts and is in the process of completing her M.A. Degree from DePaul
University. She is a certified public accountant and a member of the Illinois
CPA Society.

                                      -27-


The Property Manager and the Management Agreement.


THE DISCUSSION UNDER THIS SECTION WHICH STARTS ON PAGE 77 OF OUR PROSPECTUS IS
DELETED IN ITS ENTIRETY AND SUPPLEMENTED BY THE FOLLOWING:


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 corporations, 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 managers 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.


          Our property manager, Inland Western Management Corp., Inland
Northwest Management Corp., Inland Southwest Property Management Corp, and
Inland Pacific Property Management Corp, conduct their activities at their
principal executive office 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 directors of Inland Western Management Corp.




                                                            POSITION AND OFFICE
                                                           WITH INLAND WESTERN
          NAME                              AGE*             MANAGEMENT CORP.
          ----                              ---              ----------------
                                               
          Thomas P. McGuinness              47       President and director
          Robert M. Barg                    50       Senior vice president/treasurer, secretary and
                                                     director
          James H. Neubauer                 62       Senior vice president and director
          Linda Centanni                    49       Vice president
          Elizabeth D. McNeely              49       Vice president
          Frank Natanek                     36       Vice president
          Lawrence R. Sajdak, Jr.           24       Assistant vice president
          Matthew G. Fiascone               40       Director
          Alan F. Kremin                    57       Director



----------
         *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

                                      -28-


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 CRP
Society.


          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.


          LAWRENCE R. SAJDAK. Mr. 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 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 Western Property
Management Corp. and an assistant vice president of Inland Northwest Property
Management Corp. He is a member of the International Council of Shopping
Centers.

                                      -29-


          MATTHEW G. FIASCONE joined The Inland Group in January 1986 and is
currently senior vice president and a director of Inland Real Estate Development
Corporation. In that position, Mr. Fiascone is responsible for the purchase,
entitlement, development and sale of land owned by investment programs sponsored
by Inland Real Estate Investment Corporation and corporate owned land. He holds
a B.S. degree in economics from Bradley University where as an alumnus he was
named the 2002 Outstanding Young Graduate. Real Estate Chicago magazine named
him to their inaugural "40 under 40" list of the most influential people in
Chicago real estate under 40. He has testified as an expert in the field of land
use and zoning and is a member of the Northern Illinois Commercial Association
of Realtors, the Village of Hinsdale Zoning Board of Appeals, The Urban Land
Institute and is a licensed real estate broker in the state of Illinois.


          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 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.


          The following sets forth information with respect to the executive
officers and directors of Inland Northwest Management Corp.




                                                             POSITION AND OFFICE
                                                            WITH INLAND NORTHWEST
            NAME                              AGE*            MANAGEMENT CORP.
            ----                              ---             ----------------
                                                 
            Thomas P. McGuinness              47       President and director
            Robert M. Barg                    50       Senior vice president/treasurer, secretary and
                                                       director
            James H. Neubauer                 62       Senior vice president
            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       Director
            Alan F. Kremin                    57       Director
            Pamela C. Stewart                 47       Director



----------
         *As of January 1, 2004


          The biographies of Mr. McGuinness, Mr. Barg, Mr. Neubauer, Ms.
Centanni, Ms. McNeely, Mr. Natanek, Mr. Sajdak and Mr. Kremin are set forth
above.


          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.

                                      -30-


          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 directors of Inland Pacific Management Corp.




                                                            POSITION AND OFFICE
                                                            WITH INLAND PACIFIC
           NAME                           AGE*                MANAGEMENT CORP.
           ----                           ---                 ----------------
                                             
           Thomas P. McGuinness           47       President and director
           Robert M. Barg                 50       Senior vice president/treasurer, secretary and
                                                   director
           James H. Neubauer              62       Senior vice president and director
           Linda Centanni                 49       Vice President
           Elizabeth D. McNeely           49       Vice President
           Frank Natanek                  30       Vice President
           David M. Benjamin              49       Director
           Alan F. Kremin                 57       Director



----------
         *As of January 1, 2004


          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 directors of Inland Southwest Management Corp.




                                                            POSITION AND OFFICE
                                                           WITH INLAND SOUTHWEST
           NAME                           AGE*               MANAGEMENT CORP.
           ----                           ---                ----------------
                                            
           Thomas P. McGuinness           47      President and director
           Robert M. Barg                 50      Senior vice president/treasurer, secretary and
                                                  director
           James H. Neubauer              62      Senior vice president


                                      -31-



                                            
           Linda Centanni                 49      Vice President
           Elizabeth D. McNeely           49      Vice President
           Frank Natanek                  30      Vice President
           Alan F. Kremin                 57      Director
           Ulana B. Horalewskyj           57      Director
           Frances C. Panico              54      Director



----------
         *As of January 1, 2004


          The biographies of Mr. McGuinness, Mr. Barg, Mr. Neubauer, Ms.
Centanni, Ms. McNeely, Mr. Natanek and Mr. Kremin are set forth above.


          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.


          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 analysis
and resolution process. Ms. Panico received her BA Degree in Business and
Communication from Northern Illinois University.


Inland Securities Corporation


THE DISCUSSION UNDER THIS SECTION WHICH STARTS ON PAGE 80 OF OUR PROSPECTUS IS
SUPPLEMENTED BY THE FOLLOWING INFORMATION:


          ROBERT J. BABCOCK (age 28) 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 (age 57) 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 (age 32) 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 (age 48) 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.

                                      -32-


                             PRINCIPAL STOCKHOLDERS

THE FOLLOWING REPLACES THE INFORMATION CONTAINED ON PAGE 85 OF OUR PROSPECTUS
UNDER THE HEADING "PRINCIPAL STOCKHOLDERS".

The following table provides information as of September 8, 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 September 8, 2004, no stockholder beneficially owned more than 5%
of our outstanding shares. As of September 8, 2004, we had approximately 32,000
stockholders of record and approximately 123,647,953 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               PERCENTAGE OF
                           BENEFICIAL OWNER                        BENEFICIALLY OWNED                  CLASS
                                                                                                   
Robert D. Parks                                                           96,415.2668   (1)              *
Roberta S. Matlin                                                            173.8380                    *
Scott W. Wilton                                                                     0                    0
Steven P. Grimes                                                                    0                    0
Lori J. 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                                                           3,968.4042   (2)              *
Barbara A. Murphy                                                               2,000   (2)              *

All directors and executive officers as a group (12 persons)             220,289.3526   (1)              *


*Less than 1%

(1) Includes 20,000 shares owned by our advisor. Our 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 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.

                       INVESTMENT OBJECTIVES AND POLICIES

DISTRIBUTIONS

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 88 OF OUR PROSPECTUS, IS
SUPPLEMENTED BY THE FOLLOWING:

At the March 19, 2004 regularly scheduled Board meeting, the Board of Directors
unanimously approved a resolution to delegate to our management committee 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 of Directors approved the following distributions payable to holders
of our common stock:

                                      -33-


     -    $.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
     -    $.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

     -    $.675 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; and
     -    $.65 per share per annum for the stockholders of record on August 31,
          2004, payable on September 10, 2004.

BORROWING

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 91 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING INFORMATION REGARDING OUR BORROWING
POLICIES.

Our board of directors unanimously approved that consistent with our borrowing
policies, we may commit up to the aggregate of $25 million in cash for letters
of credit in order to obtain financing for properties.

Our board of directors 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 specific financings.



OTHER INVESTMENTS

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 93 OF OUR PROSPECTUS, IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:

Our advisor has informed our board of directors that it is increasingly
concerned about the potential that mortgage interest rates we can borrow at will
increase during 2004. Our board of directors, including all of the 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 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.

     1)   An affiliate of our 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.

     2)   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.

     3)   We may enter into an initial $50 million (which could increase to $100
          million) twelve month credit facility with an affiliate of our
          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.

                                      -34-


                            REAL PROPERTY INVESTMENTS

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.

BOULEVARD AT THE CAPITAL CENTRE, LANDOVER, MARYLAND


On September 8, 2004, we entered into a joint venture with the current owners of
a newly constructed shopping center known as Boulevard at the Capital Centre,
containing 482,377 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 Prince George's County
for approximately 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 $121,000,000 to this joint 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:




                                                                     Base Rent
                                  Approximate                       Per Square
                                  GLA Leased       % of Total        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 $90,750,000. 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.


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
September 1, 2004, this property was 73% occupied with a total of 352,804 square
feet occupied by 57 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 Game World                            1,200          11/08              40,800            34.00
Claire's Boutique                        1,166          11/08              34,980            30.00
Sprint Spectrum                          1,965          11/08              49,161            25.02
Nextel                                   1,871          11/08              74,840            40.00
Kay Jewelers                             1,552          12/08              60,000            38.66


                                      -35-




                                          Approximate                         Current          Base Rent Per
                                          GLA Leased                           Annual           Square Foot
                Lessee                     (Sq. Ft.)        Lease Ends        Rent ($)         Per Annum ($)
---------------------------------------------------------------------------------------------------------------
                                                                                       
Cold Stone Creamery                             1,157         02/09               42,809           37.00
Capital Nails                                   1,500         02/09               60,000           40.00
Sweet Tooth Cakes & Pastries                    1,400         02/09               49,000           35.00
Casual Male Big & Tall                          3,500         03/09               84,000           24.00
The Classic Woman                               2,200         04/09               63,800           29.00
Next Day Blinds *                               3,000         09/09               93,000           31.00
Head 2 Head                                     2,568         12/10               65,484           25.50
Oxford Street                                   3,400         12/10               85,000           25.00
T-Mobile                                        1,800         01/11               72,000           40.00
Jilliano Shoes                                  1,998         01/11               40,955           20.50
Gallery of African Wildlife                     2,000         03/11               58,000           29.00
Qdoba Mexican Grill                             3,000         11/13               97,500           32.50
LensCrafters                                    4,653         11/13              139,590           30.00
Pier 1 Imports                                 10,000         11/13              181,224           18.12
Foot Locker                                     3,433         11/13               99,557           29.00
Yankee Candle Company                           2,000         11/13               48,000           24.00
Men's Wearhouse                                 6,400         11/13              147,200           23.00
Changes at Capital Centre                       4,000         12/13              104,000           26.00
Lucaya                                          3,000         12/13               63,000           21.00
Quiznos                                         1,562         12/13               51,546           33.00
Panda Express                                   2,100         11/13               73,500           35.00
Footaction USA                                  3,500         11/13               98,000           28.00
Drake's Place                                   2,000         11/13               48,000           24.00
Penner Clothing                                 5,194         11/13              142,835           27.50
Shoe City                                       7,700         11/13              180,950           23.50
Teaming Up/Expressions                          3,103         12/13               40,339           13.00
Total Sport                                     3,756         01/14              103,553           27.57
The Big Screen Store                            4,500         01/14              103,500           23.00
Cambridge Beauty Supply                         2,900         01/14               75,400           26.00
Payless Shoesource                              2,800         01/14               78,400           28.00
The Children's Place                            6,000         01/14              132,012           22.00
Lane Bryant                                     5,000         01/14              120,000           24.00
Starbucks                                       1,250         02/14               37,500           30.00
Mattress Warehouse                              4,112         02/14              102,800           25.00
Honeycomb Hideout                               2,500         02/14               68,750           27.50
Technicolor Salon & Spa                         4,413         03/14              110,325           25.00
Five Guys Restaurant                            1,500         03/14               48,000           32.00
African Stargina                                1,500         03/14               47,250           31.50
Babalu/Carraba's Glory Days*                    6,085         04/14              146,040           24.00
Kobe Japanese Steakhouse*                       7,520         04/14              172,960           23.00
McHunu House of Style                           2,900         04/14               76,850           26.50
Reggiano's *                                    2,000         05/14               50,000           25.00
DSW Shoe Warehouse                             25,000         07/14              331,250           13.25
Stonefish Grill                                 6,085         08/14              212,975           35.00
Red Star Tavern                                 7,661         08/14              268,135           35.00
Soul Fixins'*                                   2,085         08/14               62,550           30.00
Infusions Cafe*                                 3,350         09/14               83,750           25.00
Anne Taylor Loft                                5,471         01/15               75,000           13.71
Linens 'N Things                               34,440         01/15              430,512           12.50
Sports Authority                               40,500         01/15              506,250           12.50
Pizzeria Uno                                    5,719         10/18              110,000           19.23


                                      -36-




                                          Approximate                         Current          Base Rent Per
                                          GLA Leased                           Annual           Square Foot
                Lessee                     (Sq. Ft.)        Lease Ends        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------------
                                                                                       
Bugaboo Creek Steakhouse                        6,400         11/18               110,000          17.19
Provident Bank of Maryland                      3,215         11/18                95,000          29.55
Borders Books & Music                          22,915         11/18               441,801          19.28
Chuck E Cheese                                 11,300         02/19                95,000           8.41
Office Depot*                                  18,000         07/19               234,000          13.00
Blu Bambu*                                      4,050         09/19               113,250          27.96
Circuit City                                   33,828         01/20               490,506          14.50
Chick-Fil-A                                     4,250         11/23                85,000          20.00
Golden Corral                                  11,967         12/23               112,500           9.40
Lowe's Theaters Magic
  Johnson*                                     52,500         09/24             1,155,000          22.00



* As of September 1, 2004, the tenant's lease had not yet commenced.


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


On September 8, 2004, 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 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 its lease.


One tenant, Harris Teeter Store #158, 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                       Per Square
                                     GLA Leased       % of Total        Foot Per
Lessee                                (Sq. Ft.)          GLA            Annum ($)        Lease  Term
------------------------------------------------------------------------------------------------------
                                                                                 
Harris Teeter Store # 158              57,230            100              9.76           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


On September 8, 2004, we purchased an existing shopping center known as Harvest
Towne Center, containing 32,965 gross leasable square feet. The center is
located at 4824 N. Broadway Street in Knoxville, Tennessee.

                                      -37-


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
$272 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, CVS Drug Store, Pet Supplies Plus, Northside Properties and Ross
the Boss, 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
--------------------------------------------------------------------------------------------------------------------
                                                                                        
CVS Drug Store                      10,125             31             24.50            09/99             01/20

Pet Supplies Plus                    8,120             25             14.08            02/96             02/06

Northside Properties                 3,480             11              7.64            08/01           Month-to-
                                                                                                         Month

Ross the Boss                        4,104             12             14.50            10/01             10/06



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 September 1, 2004, this
property was 100% occupied, with a total 32,965 square feet leased to nine
tenants and three 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 ($)        Per Annum ($)
---------------------------------------------------------------------------------------------------------------------
                                                                                            
Northside Properties                              3,480       Month-to-Month            26,587           7.64
Krispy Creme Donuts (Ground Lease)                    *           06/05                 47,600           N/A
Pet Supplies Plus                                 8,120           02/06                114,365          14.08
Vacuums Unlimited                                   986           05/06                 11,832          12.00
Ross the Boss                                     4,104           10/06                 59,508          14.50
Stuart R. Humberg D.C.                            1,000           11/06                 15,815          15.82
US Cleaners, Inc.                                 1,427           11/07                 20,691          14.50
Beneficial Tennessee, Inc.                        1,670           07/08                 23,380          14.00
Briano's Pizza                                    2,053           01/08                 29,769          14.50
Ruby Tuesday (Ground Lease)                           *           12/12                 59,400           N/A
Taco Bell (Ground Lease)                              *           11/14                 39,996           N/A
CVS Drug Store                                   10,125           01/20                248,063          24.50



* The ground lease square footage is not currently available.

                                      -38-


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


On September 7, 2004, 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 $47,550,000. 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
$320 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, 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:




                                                             Base Rent
                           Approximate                      Per Square
                           GLA Leased       % of Total       Foot Per                 Lease Term
Lessee                      (Sq. Ft.)          GLA           Annum ($)        Beginning            To
----------------------------------------------------------------------------------------------------------
                                                                                   
Tom Thumb                    50,000             34             11.50            08/98             07/23

Barnes & Noble               29,485             20             21.00            05/98             01/09

The Container Store          25,000             17             29.00            02/00             01/15



For federal income tax purposes, the depreciable basis in this property will be
approximately $35,663,000. 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 September 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:




                                   Approximate                         Current          Base Rent Per
                                   GLA Leased                           Annual           Square Foot
               Lessee               (Sq. Ft.)        Lease Ends        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------
                                                                                
Marvin Brown                            4,408          05/05              141,000           31.99
T-Mobile                                1,402          10/05               68,698           49.00
Maggie Moo's Ice Cream                  1,375          12/07               48,125           35.00
Romies Nail Boutique                    1,098          12/07               40,626           37.00
Mother's Work                           4,012          03/08              144,432           36.00
Blue Mesa Grill                         8,250          12/08              235,950           28.60
Elizabeth Arden                         6,058          12/08              151,450           25.00
Eyemasters                              3,000          12/08              134,400           44.80
Barnes & Noble                         29,485          01/09              619,185           21.00
Up in Smoke                             1,164          01/09               58,200           50.00


                                      -39-




                                   Approximate                         Current          Base Rent Per
                                   GLA Leased                           Annual           Square Foot
               Lessee               (Sq. Ft.)        Lease Ends        Rent ($)         Per Annum ($)
--------------------------------------------------------------------------------------------------------
                                                                                
Bag N Baggage                           3,554          04/09              106,620           30.00
The Container Store                    25,000          01/15              725,000           29.00
Cheesecake Factory                     10,000          09/18              347,500           34.75
Tom Thumb                              50,000          07/23              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


On September 7, 2004, we purchased an existing shopping center known as Saucon
Valley Square, containing 80,695 gross leasable square feet. 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 $16,092,600. 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 was 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:




                                                               Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                     Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
------------------------------------------------------------------------------------------------------------------
                                                                                           
Super Fresh Food             47,827             59               13.75                01/99               12/18
  Market



For federal income tax purposes, the depreciable basis in this property will be
approximately $12,069,000. 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.


Saucon Valley Square was built in 1999. As of September 1, 2004, this property
was 99% occupied, with a total 79,495 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                              Annual           Square Foot
                   Lessee                  (Sq. Ft.)         Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                         
Lafayette Ambassador                           2,800            03/08                 42,900         15.32
Adam's Outdoor Advertising (Ground
  Lease)                                         N/A            07/08                  3,750          N/A
Kiki Rio's Restaurant                          6,208            12/08                 88,000         14.18


                                      -40-




                                          Approximate                            Current          Base Rent Per
                                          GLA Leased                              Annual           Square Foot
                   Lessee                  (Sq. Ft.)         Lease Ends          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------
                                                                                         
Holiday Hair                                    1,200           01/09                 20,790         17.33
Casa Mia Pizzeria                               2,000           01/09                 24,650         12.33
Subway                                          1,200           02/09                 22,050         18.38
Foxes Hallmark                                  5,200           02/09                 96,200         18.50
Blockbuster Video                               5,140           03/09                103,468         20.13
No. 1 Chinese Restaurant                        1,200           03/09                 25,080         20.90
Radio Shack                                     2,320           03/09                 36,800         15.86
Buena Bistro                                    1,600           05/09                 29,840         18.65
Werkheiser Jewelers                             1,200           12/13                 20,790         17.33
Saucon Valley Cleaners                          1,600           01/14                 27,720         17.33
Super Fresh Food Market                        47,827           12/18                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 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 anticipate 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 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
--------------------------------------------------------------------------------------------------------------------
                                                                                           
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 September 1, 2004,
this property was 100% occupied, with a total 61,832 (including ground leased
space) square feet leased to five 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------
                                                                                   
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


                                      -41-




                                    Approximate                           Current          Base Rent Per
                                     GLA Leased                            Annual           Square Foot
                   Lessee            (Sq. Ft.)         Lease Ends         Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------
                                                                                   
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


On August 24, 2004, we purchased 128,600 square feet of a 173,587 square foot
newly constructed shopping center known as The Columns Shopping Center,
consisting of three phases. The center is located at 1300 Vann Drive in Jackson,
Tennessee.


We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $20,770,000. 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
$162 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, 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 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 ($)
------------------------------------------------------------------------------------
                                                             
Best Buy                              30,000           17             16.00

Ross Dress for Less                   30,187           17              9.75

Marshalls                             28,000           16              7.75

Bed, Bath & Beyond                    20,000           12              9.75



* Lease term information is based on the date the tenant begins occupancy and is
not currently available.


For federal income tax purposes, the depreciable basis in this property will be
approximately $15,578,000. 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 was constructed in 2003/2004. As of September 1,
2004, the property was 100% leased to 16 tenants. The following table sets forth
certain information with respect to those leases:

                                      -42-




                                   Approximate         Current          Base Rent Per
                                   GLA Leased           Annual           Square Foot
              Lessee *              (Sq. Ft.)          Rent ($)         Per Annum ($)
-----------------------------------------------------------------------------------------
                                                                   
Best Buy                                30,000             480,000          16.00
Old Navy                                14,800             186,480          12.60
Ross Dress for Less                     30,187             294,323           9.75
Bed, Bath & Beyond                      20,000             195,000           9.75
Books A Million                         12,500             134,375          10.75
Dress Barn                               7,700             102,795          13.35
Rack Room Shoes                          6,000              85,500          14.25
Spoil Me Rotten                          2,000              31,000          15.50
Rue 21                                   4,000              64,000          16.00
Don Panchos Restaurant                   4,000              60,000          15.00
Grass Monkey                             1,600              24,000          15.00
Wells Fargo                              2,400              37,200          15.50
Oreck Vacuums                            1,600              24,800          15.50
Quizno's                                 1,600              28,800          18.00
Shop Space                               7,200             115,200          16.00
Marshalls                               28,000             217,000           7.75



* 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.


MITCHELL RANCH PLAZA, NEW PORT RICHEY, FLORIDA


On August 23, 2004, 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 $34,003,300. 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 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:




                                                                   Base Rent
                              Approximate                         Per Square
                               GLA Leased       % of Total         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               07/13

Ross Dress for Less              30,176             15                9.75            07/03               01/14


                                      -43-


For federal income tax purposes, the depreciable basis in this property will be
approximately $25,503,000. 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 September 1, 2004, this
property was 93% occupied, with a total 185,873 square feet leased to 35
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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------
                                                                             
Cottage Florist                       1,200         08/06                22,212          18.51
Cruise Warehouse                        900         08/06                18,228          20.25
Pocket Change                         1,200         08/06                26,400          22.00
Vitamin Tree                          1,200         09/06                22,800          19.00
Tampa Bay Insurance                     900         09/06                16,656          18.51
Curves for Women                      1,200         09/06                21,900          18.25
Brazilian Tan                         1,800         10/06                32,856          18.25
Charles Pope Cellular                 1,200         08/08                22,380          18.65
Magic Touch Cleaners                    900         08/08                22,800          25.33
La Bebe's Salon                         900         08/08                16,428          18.25
Working Cow                           1,200         08/08                22,200          18.50
Cellular                              1,200         08/08                22,116          18.43
Christos                              2,400         09/08                43,200          18.00
Great Clips                           1,000         09/08                19,248          19.25
Payless Shoesource                    2,400         09/08                60,000          25.00
Aspasia Nails                         1,200         09/08                22,200          18.50
Sally Beauty Supply                   1,200         09/08                21,300          17.75
George Josef Salon                    1,200         09/08                21,900          18.25
China Express                         1,200         10/08                23,100          19.25
Trinity Spirits                       3,950         10/08                53,280          13.49
American Family Dentist               1,200         10/08                21,780          18.15
VIP Martial Arts                      4,050         12/08                67,836          16.75
Carlucci's                            3,600         12/08                64,800          18.00
EB Games                              1,200         01/09                26,400          22.00
Hallmark Gold Crown                   3,950         01/09                65,172          16.50
Beefs O'Brady's                       2,800         02/09                50,400          18.00
The Mattress Firm                     3,000         02/09                72,300          24.10
The UPS Store                         1,200         02/09                21,600          18.00
Cingular Wireless                       900         04/09                27,000          30.00
Marshalls                            30,000         07/13               238,500           7.95
Ross Dress for Less                  30,176         01/14               294,216           9.75
Starbucks                             1,500         01/14                42,000          28.00
Pier 1 Imports                       10,000         02/14               161,796          16.18
PETsMART                             19,107         01/19               211,128          11.05
Publix                               44,840         07/23               441,672           9.85



* Lease renewal 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.

                                      -44-


GOVERNOR'S MARKETPLACE SHOPPING CENTER, TALLAHASSEE, FLORIDA


On August 17, 2004, we purchased an existing shopping center known as Governor's
Marketplace Shopping Center, containing 265,541 gross leasable square feet. The
center is located on Governor's Square Boulevard, in Tallahassee, Florida.


We purchased this property from an unaffiliated third party with our own funds.
Our total acquisition cost 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 was
approximately $123 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:




                                                              Base Rent
                             Approximate                      Per Square
                              GLA Leased       % of Total      Foot Per                  Lease Term
Lessee                         (Sq. Ft.)          GLA         Annum ($)         Beginning              To
---------------------------------------------------------------------------------------------------------------
                                                                                       
Bed, Bath & Beyond              35,000             13           10.50             07/00               01/12
                                                                11.00             02/12               01/17

Sports Authority                34,775             13             0               08/03               01/04
                                                                11.91             01/04               08/08

Marshalls                       30,000             11            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 September 1, 2004, this property
was 84% occupied, with a total 223,902 square feet leased to 21 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                            
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
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


                                      -45-




                                  Approximate                                         Current          Base Rent Per
                                  GLA Leased                         Renewal           Annual           Square Foot
              Lessee *             (Sq. Ft.)        Lease Ends       Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                            
Nextel Communications                  1,443          09/08          1/5 yr.              36,075           25.00
ALLTEL                                 2,000          04/09          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 Company                  4,000          11/11          2/5 yr.              94,520           23.63
Boston Market                          3,800          11/12          4/5 yr.              60,000           15.79
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
Cargo Kids                             5,465          08/14            -                 124,602           22.80
Bed, Bath & Beyond                    35,000          01/17          3/5 yr.             367,500           10.50



* The tenant is currently in bankruptcy proceedings and the space has not been
re-leased.


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


On August 12, 2004, 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 $56,481,000. 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 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.


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                04/95               04/15

Home Depot             111,175            24                7.47                11/94               11/19


                                      -46-


For federal income tax purposes, the depreciable basis in this property will be
approximately $42,361,000. 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.


Manchester Meadows was built in 1994 and 1995. As of September 1, 2004, this
property was 96% occupied, with a total 434,772 square feet leased to 22
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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                            
Sears Portrait Studio                     2,123         03/05               -             39,063           18.40
Linens 'N Things                         34,917         01/05            3/5 yr.         340,441            9.75
HobbyTown USA                             2,450         07/05               -             44,100           18.00
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
St. Louis Playscapes                      3,000         04/07               -             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
3 Day Blinds                              4,550         03/08            1/5 yr.         104,640           23.00
Art & Frame                               1,400         11/08               -             28,000           20.00
St. Louis Playscapes                      7,500         12/08            1/5 yr.         150,000           20.00
99 Cent Only Store                        3,000         01/09            1/5 yr.          49,500           16.50
Great Clips                               1,400         04/09               -             29,400           21.00
Memories Unlimited                        2,500         04/09               -             43,750           17.50
OfficeMax                                23,920         11/09            3/5 yr.         239,200           10.00
PETsMART                                 27,438         03/10            4/5 yr.         240,083            8.75
The Sports Authority                     40,500         11/14           10/5 yr.         324,000            8.00
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
Boston Chicken (Ground Lease)             3,412         08/05            7/5 yr.          79,200             N/A



* 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.


THE VILLAGE SHOPPES AT SIMONTON, LAWRENCEVILLE, GEORGIA


On August 9, 2004, 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 $13,749,000. 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. 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.

                                      -47-


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 September
1, 2004, this property was 85% occupied with a total of 56,615 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         Square Foot
                Lessee               (Sq. Ft.)          Lease Ends         Options          Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                
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
South Eastern 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
Nails and Tanning                          1,200          07/09            1/5 yr.             30,000          25.00
Pizza Hut of America                       1,400          07/10               *                32,900          23.50
Supercuts                                  1,400          08/09            1/5 yr.             33,600          24.00
New China                                  1,400          08/09               *                32,200          23.00
Publix                                    44,271          05/24               *               484,767          10.95



* 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.


REISTERSTOWN ROAD PLAZA, BALTIMORE, MARYLAND


On August 4, 2004, we entered into a joint venture agreement with the current
owners of an existing shopping center known as Reisterstown Road Plaza,
containing 779,397 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.

                                      -48-


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:




                                                                   Base Rent
                                Approximate                       Per Square
                                GLA Leased        % of Total       Foot Per                Lease Term
Lessee                           (Sq. Ft.)           GLA           Annum ($)      Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                        
Home Depot                         115,289            15            5.20           11/02               01/33

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 September
1, 2004, this property was 86% occupied, with a total 668,369 square feet leased
to 72 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 ($)          Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                              
African Art and Craft                           222          Month To Month              10,800           48.65
Shingar                                       2,250              09/04                   41,333           18.37
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                                238              06/05                   10,800           45.38
Baltimore City Community College
  (BCCC)                                     14,620              05/06                  189,329           12.95
Royal Gems & Jewelry                            330              09/06                   13,530           41.00
Time and More                                   787              09/06                   13,355           16.97
Changes                                       4,500              09/06                   27,720            6.16
Burlington Coat Factory                      60,000              10/06                  342,000            5.70
Gifts and Balloons                              238              12/06                   12,000           50.42
Avenue                                        5,000              01/07                   71,250           14.25
Popeyes                                       3,523              01/07                   59,891           17.00
Bank of America                               5,250              01/07                   77,976           14.85
Payless Shoes                                 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                   35,152           20.80
Rent-A-Center                                 4,300              01/08                   73,100           17.00
Juvenile Justice                              7,291              01/08                   98,428           13.50


                                      -49-




                                         Approximate                                Current           Base Rent Per
                                         GLA Leased                                  Annual            Square Foot
                   Lessee                 (Sq. Ft.)           Lease Ends            Rent ($)          Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
Revelations Shoe Shop                           845              03/08                   11,314           13.39
Jackson Hewitt Tax Service                    1,217              04/08                   30,425           25.00
Gallo                                         5,143              04/08                   42,790            8.32
Vogue Hair Supply                             1,050              05/08                   20,066           19.11
Park West Medical                             7,783              06/08                   92,229           11.85
Thi Delight                                     588              08/08                   17,640           30.00
Economy Shoes                                 3,293              09/08                   32,930           10.00
Vital Records                                11,500              11/08                  154,675           13.45
Sepia Sand & Sable                            1,267              12/08                   20,272           16.00
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                   76,516           22.00
The Great Cookie                                751              06/09                   14,344           19.10
Chic Nails                                      839              08/09                   17,770           21.18
New Direction Barber Shop                     1,086              12/09                   22,372           20.60
Gold Lagoon                                     839              03/10                   13,827           16.48
Provident Bank                                2,593              11/10                   57,046           22.00
National Wholesale Liquidators               91,129              01/11                  364,516            4.00
Public Safety Service                       107,705              04/11                1,292,400           12.00
Subway                                          250              05/12                   27,000          108.00
Vision Beauty Supply                          2,832              07/12                   43,896           15.50
All Eyes                                      1,857              07/12                   28,691           15.45
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                   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                   10,416           16.00
KS Alterations                                  500              03/13                   15,750           31.50
Cobblers And Cleaners                         1,374              04/13                   27,480           20.00
Social Security Administration               14,885              06/13                  145,873            9.80
Evergreen Cafe                                  835              07/13                   25,050           30.00
Sausage Plus                                    386              07/13                    8,492           22.00
Steak Busters                                   855              07/13                   34,200           40.00
Harbor City Bake Shop                         1,061              05/13                   25,464           24.00
Blackstone Men's Wear                         3,540              07/13                   46,020           13.00
Lot Stores                                    5,335              07/13                   34,678            6.50
Pick-A-Pretzel                                  318              07/13                    7,950           25.00
Burgundy Park Seafood                           544              07/13                   26,112           48.00
Total Health Center                           1,050              09/13                   15,750           15.00
Metro II                                      1,453              10/13                   24,701           17.00
Shoe City                                     6,740              01/14                   89,979           13.35
Marshalls                                    28,500              04/14                  299,607           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                   88,020           14.67
Home Depot                                  115,289              01/33                  600,000            5.20


                                      -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.


WAL-MART SUPERCENTER, JONESBORO, ARKANSAS


On August 4, 2004, 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 $10,853,000. 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 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                      Current          Per Square
                 GLA Leased      % of 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



For federal income tax purposes, the depreciable basis in this property will be
approximately $8,140,000. 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


On July 30, 2004, 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.

                                      -51-


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                      Current        Per Square
                           GLA Leased       % of Total       Annual         Foot Per         Renewal
Lessee                      (Sq. Ft.)          GLA          Rent ($)        Annum ($)        Options            Lease  Term
------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Academy Sports
 & Outdoors                  60,001            100          420,000           7.00           4/5 yr.            07/04  07/14
                                                            462,000           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


On July 27, 2004, 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.


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:




                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              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 September 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:

                                      -52-




                                      Approximate                                                    Current        Base Rent Per
                                      GLA Leased                             Renewal                  Annual         Square Foot
               Lessee                  (Sq. Ft.)        Lease Ends           Options                 Rent ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Movie Gallery                                 3,200       08/07               3/5 yr.                    44,800         14.00
Vista Bank United Trust                       2,500       12/07               3/5 yr.                    50,000         20.00
Subway                                        1,600       11/07               1/5 yr.                    28,000         17.50
H & R Block                                   1,600       01/08               1/3 yr.                    30,400         19.00
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
Catanzaretti's Pizza                          2,400       05/08                  -                       43,200         18.00
Something Different                           1,600       09/08               1/5 yr.                    32,000         20.00
Holiday Hair                                  1,600       09/08                  -                       33,600         21.00
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
Fox Hallmark                                  5,400       08/09               2/5 yr.                   129,600         24.00
Giant Food Stores                            54,300       08/22               8/5 yr.                   870,972         16.04
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. & 1/4 yr.               40,000          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.


PLAZA AT MARYSVILLE, MARYSVILLE, WASHINGTON


On July 26, 2004, 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:




                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA             Annum ($)            Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
Safeway                      53,850             47               11.00                07/01               07/21


                                      -53-


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 September 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:




                                        Approximate                                            Current         Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Option           Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Alderwood Auto Glass                            1,500       07/05               -                   20,112         13.41
Northwest Credit Union                          1,300       11/05            1/2 yr.                24,050         18.50
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               -                   16,272         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.                49,173         16.39
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       08/09            2/5 yr.                98,100         15.00
Party City                                      7,992       01/10            2/5 yr.               107,892         13.50
Safeway Fuel Site (Ground Lease)                  N/A       01/11           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


On July 22, 2004, 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 2011.

                                      -54-


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                      Current          Per Square
                     GLA Leased      % of 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


On July 21, 2004, we purchased an existing shopping center known as Gateway
Plaza Shopping Center, containing 358,501 gross leasable square feet. 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 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, 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:




                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                     Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
Kohl's                       87,423             24                5.74                08/00               01/21



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 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 September 1, 2004, this
property was 90% occupied, with a total 324,240 square feet leased to 25
tenants. The following table sets forth certain information with respect to
those leases:

                                      -55-




                                        Approximate                                           Current         Base Rent Per
                                        GLA Leased                           Renewal           Annual          Square Foot
               Lessee                    (Sq. Ft.)        Lease 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 Shushi                                   4,253       05/09            2/5 yr.               114,831         27.00
Michaels                                       23,838       02/10            4/5 yr.               262,218         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 Retail                                 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                                         87,423       01/21            6/5 yr.               502,187          5.74



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.


WAL-MART SUPERCENTER, BLYTHEVILLE, ARKANSAS


On July 21, 2004, we purchased an existing retail store known as Wal-Mart
Supercenter, containing 183,211 gross leasable square feet. The store is located
at 3700 Highway 18, in Blytheville, Arkansas.


We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $12,935,000. 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 $71
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 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.


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:

                                      -56-




                                                                          Base Rent
                       Approximate                      Current          Per Square
                       GLA Leased      % of Total        Annual           Foot Per          Renewal            Lease Term
Lessee                  (Sq. Ft.)          GLA          Rent ($)          Annum ($)         Options      Beginning         To
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Wal-Mart Supercenter     183,211           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


On July 21, 2004, 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.


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:




                                                                            Base Rent
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                                   (Sq. Ft.)          GLA              Annum ($)           Beginning              To
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Safeway                                   53,000             19               10.00                06/02               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 September 1, 2004, this property was
100% occupied, with a total 273,788 square feet leased to 16 tenants. The
following table sets forth certain information with respect to those leases:

                                      -57-




                                 Approximate                                                     Current        Base Rent Per
                                 GLA Leased                                    Renewal            Annual         Square Foot
               Lessee             (Sq. Ft.)            Lease Ends              Options           Rent ($)       Per Annum ($)
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Rugged Wearhouse                         9,981            01/05                2/5 yr.               129,753         13.00
Big Screen Store                         3,525            10/05                2/5 yr.                88,125         25.00
Regional Acceptance Corp                 2,000            02/06                1/5 yr.                41,524         20.76
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                   -                   92,383         14.43
US Army                                  2,877            04/07                1/5 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 To Month               -                   63,137         19.00



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.


TOWSON CIRCLE, TOWSON, MARYLAND


On July 21, 2004, we entered into a joint venture agreement with the current
owners of an existing shopping center known as Towson Circle, containing 116,366
gross leasable square feet of which 8,838 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:

                                      -58-




                                                                            Base Rent
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                                   (Sq. Ft.)          GLA              Annum ($)           Beginning              To
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Barnes & Noble                            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 pays 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 September 1, 2004, this property was 92%
occupied, with a total 106,621 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                           Renewal            Annual          Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options           Rent ($)        Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Mattress Discounters                            2,518       05/05            1/5 yr.                62,950         25.00
T-Mobile                                        1,996       09/05            1/5 yr.                52,346         26.23
Hollywood Tanning System                        2,087       09/07            1/5 yr.                53,740         25.75
Nextel                                            400       03/08            3/5 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               -                  155,453         24.50
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                                 31,222       01/14            3/5 yr.               637,553         20.42
Bally Total Fitness                            21,713       12/14            2/5 yr.               445,116         20.50
ATM Machines                                      247       04/15               -                    5,400         21.86
Bahama Breeze Restaurant
  (Ground Lease)                                8,838       09/18            3/5 yr.               238,336          N/A



* This tenant's lease pays 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


On July 19, 2004, 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.

                                      -59-


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 $72,100,000 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:




                                                               Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              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 September 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:




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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.                31,250         25.00
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
T.J. Maxx                                      27,769       01/06               -                  242,978          8.75
Dubinclipped                                    1,230       06/06            2/5 yr.                33,495         27.23
Rockway Bedding                                 3,200       08/06            1/5 yr.                74,400         23.25
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.                88,563         10.60


                                      -60-




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
Pier 1 Imports                                  9,920       10/10            2/5 yr.               200,681         20.23
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
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
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       04/14            2/5 yr.                51,384         12.00
Pizzeria Uno's                                  6,360       11/14            4/5 yr.                77,020         12.11
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


On July 16, 2004, 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 350,994 gross leaseable 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


                                      -61-


For federal income tax purposes, the total depreciable basis in this property
will be approximately $25,800,000. 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.


Dorman Center Phase I was built in 2003 and Dorman Center Phase II was newly
constructed in 2004. As of September 1, 2004, this property was 94% occupied,
with a total 365,394 square feet leased to 23 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 Shoe Source                      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
Pier 1 Imports                          10,800       07/13               3/5 yr.                       199,800        18.50
Michaels                                23,885       09/13               4/5 yr.                       249,459        10.44
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. & 1/4 yr.               1,636,184         7.45

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       09/09               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



* Lease had not commenced as of September 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.


CRANBERRY SQUARE, CRANBERRY TOWNSHIP, PENNSYLVANIA


On July 14, 2004, 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.

                                      -62-


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 September 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:




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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.

                                      -63-


KOHL'S/WILSHIRE PLAZA III, KANSAS CITY, MISSOURI


On July 13, 2004, we funded $5,750,000 which represents a portion of the
purchase price of a free standing retail center under construction to be known
as Kohl's/Wilshire Plaza III to contain 88,248 gross leasable square feet. The
center is located at I-35 and Highway 152 in Kansas City, Missouri.


We are purchasing this property from an unaffiliated third party. Our total
acquisition cost will be approximately $9,850,000. 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 will be approximately
$112 per square foot of leasable space.


In accordance with the terms of the lease agreement with Kohl's, we will
reimburse them for the construction of their retail building in two
installments. We will receive a 7% return on the original amount funded of
$5,750,000 and construction advances to Kohl's until such time as Kohl's lease
commences.


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, 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                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
--------------------------------------------------------------------------------------------------------------------
                                                                                           
Kohl's                       88,248            100                8.37                11/04               01/24



For federal income tax purposes, the depreciable basis in this property will be
approximately $7,387,500. 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.


SHOPPES OF DALLAS, DALLAS, GEORGIA


On July 2, 2004, 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. 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:

                                      -64-




                                                               Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                     Lease    Term
Lessee                      (Sq. Ft.)          GLA             Annum ($)                 Beginning    End
-----------------------------------------------------------------------------------------------------------------
                                                                                       
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 September 1, 2004, this property was 81%
occupied, with a total of 57,440 square feet leased to eleven 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
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
Verizon                                           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
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
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


On July 1, 2004, we purchased a newly constructed shopping center known as The
Shops at Boardwalk, containing 122,413 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
$299 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.

                                      -65-


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.


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 September
1, 2004, this property was 70% occupied, with a total of 85,924 square feet
leased to twenty 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 ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Coldwater Creek *                          4,620  Month To Month           2/5 yr.                 110,880        24.00
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. & 1/2 yr.             84,969        27.00
Jos. A. Banks                              4,200       08/08               1/5 yr.                  92,400        22.00
Claire's Boutique                          1,200       08/08               1/1 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. & 1/2 yr.             64,740        30.00
Archivers                                  5,957       01/09               1/5 yr.                 119,140        20.00
2nd Swing                                  3,580       04/09                  -                     93,080        26.00
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
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.

                                      -66-


SHOPPES OF PROMINENCE POINT, CANTON, GEORGIA


On June 30, 2004, 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.


We purchased this property from an unaffiliated third party. Our total
acquisition cost was approximately $18,099,000. 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
$232 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             51               10.80                03/04               03/24



For federal income tax purposes, the depreciable basis in this property will be
approximately $13,574,000. 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.


Shoppes of Prominence Point was newly constructed in 2004. As of September 1,
2004, this property was 89% occupied, with a total of 69,358 square feet leased
to fourteen 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
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


                                      -67-


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


On June 30, 2004, we purchased a newly constructed shopping center known as
Davis Towne Crossing, containing 41,349 gross leasable square feet of which
4,000 is 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 was approximately $9,755,000. 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
$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 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 September
1, 2004, this property was 82% occupied with 34,091 square feet leased to
thirteen 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
H & R Block                                     2,264       05/07            1/3 yr.                45,280         20.00
The Scrapbook Palace                            3,000       10/07            1/2 yr.                57,000         19.00
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


                                      -68-




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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


On June 30, 2004, we purchased an existing shopping center known as Fullerton
Metrocenter, containing 253,296 gross leasable square feet. 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.


Two tenants, Sportmart and Henry's Marketplace, 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
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Sportmart                                 43,660             18                8.25                10/88               10/93
                                                                               9.10                11/93               10/03
                                                                               9.95                11/03               02/06

Henry's Marketplace (Wild Oats) *         28,092             12               16.89                09/04               08/19



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.

                                      -69-


Fullerton Metrocenter was built in 1988. As of September 1, 2004, this property
was 82% occupied, with a total 208,174 square feet leased to forty 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
H & R Block                                     5,250       09/04               -                  141,816         27.01
Sportmart                                      43,660       02/06            3/5 yr.               434,334          9.95
La Caffepia                                     1,245       03/06               -                   36,708         29.48
Washington Mutual                               1,560       05/06               -                   35,604         22.82
Kentucky Fried Chicken                          2,304       05/06               -                  100,800         43.75
AT & T Wireless Services                        2,775       10/06            1/5 yr.                75,980         27.38
Payless Shoes                                   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.                36,408         30.34
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
Wherehouse Entertainment                        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               -                   49,956         28.14
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            1/5 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               -                   71,646         19.64
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               -                  155,556         28.28
Kim Sun Young Salon                             1,280       10/09               -                   36,732         28.70
Metro Dry Cleaning                              1,950       11/09            1/5 yr.                52,332         26.84
Tip Top Nails                                     900       01/10            1/5 yr.                36,468         40.52
Matsunoya                                       2,900       06/10               -                   75,132         25.91
Baskins-Robbins                                 1,275       10/10            1/5 yr.                38,052         29.84
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.                31,392         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
Henry's Marketplace (Wild Oats) *              28,092       08/19                                  474,474         16.89



* Lease had not commenced as of September 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.

                                      -70-


LOW COUNTRY VILLAGE SHOPPING CENTER, BLUFFTON, SOUTH CAROLINA


On June 30, 2004, we purchased a newly constructed shopping center known as Low
Country Village Shopping Center, containing 76,376 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 2004 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 $9,758,840 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 $127 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.
However, we expect to place financing on both phases 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, 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:




                                                                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 $15,750,000 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
September 1, 2004, Phase I was 92% occupied, with a total of 70,598 square feet
leased to three 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:




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
PHASE I
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


                                      -71-




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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



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.


NORTHGATE NORTH, SEATTLE, WASHINGTON


On June 30, 2004, 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
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
------------------------------------------------------------------------------------------------------------------
                                                                                           
Target                       147,582            49                4.34                01/01               12/26

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 September 1, 2004,
this property was 93% occupied, with a total 281,595 square feet leased to seven
tenants. The following table sets forth certain information with respect to
those leases:

                                      -72-




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease 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
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
Best Buy                                       51,202       01/21            4/5 yr.             1,280,060         25.00
Target                                        147,582       12/26            5/5 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.


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 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                         Per Square
                           GLA Leased       % of 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 September 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:

                                      -73-




                                        Approximate                         Current          Base Rent Per
                                        GLA Leased                           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease 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


On June 25, 2004, 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:




                                                                             Base Rent
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                                   (Sq. Ft.)          GLA              Annum ($)           Beginning              To
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Gottschalk's                              119,256            21                3.35                03/92               02/12

Burlington Coat Factory                    70,533            12                5.50                08/03               08/08
                                                                               5.75                09/08               08/13


                                      -74-


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 September 1, 2004,
this property was 94% occupied, with a total 546,713 square feet leased to
twenty-four 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
Wells Fargo Financial                           1,750       11/09               -                   18,812         10.75
Lowes Cineplex                                 48,229       11/11               *                  517,014         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.               191,531         17.19
Matherhood Maternity                            1,750       05/14               -                   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



* Renewal 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.


JOHN'S CREEK VILLAGE, DULUTH, GEORGIA


On June 23, 2004, we purchased a newly constructed shopping center known as
John's Creek Village, containing 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 was approximately $42,503,000. 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
$222 per square foot of leasable space.

                                      -75-


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
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                                   (Sq. Ft.)          GLA              Annum ($)           Beginning              To
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
LA Fitness                                41,000             21               17.00                12/03               12/14
                                                                               CPI                 01/15               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 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 September 1, 2004,
this property was 71% occupied with a total 136,782 square feet leased to
sixteen 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
Hollywood Video *                               5,020       06/09                                  124,245         24.75
Hibbett Sporting Goods *                        5,000       10/09                                   72,750         14.55
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
LA Fitness                                     41,000       04/23            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



* As of September 1, 2004, the tenants have not occupied their space.

                                      -76-


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

On June 8, 2004, 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:



                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of 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 September 1, 2004,
this property was 97% occupied, with a total 279,461 square feet leased to
fifty-five 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 ($)       Per Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                               
Yankee Candle                         2,028       02/05                1/5 yr.                 54,756         27.00
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. & 1/5 yr.            37,008         24.00
Kinko's                               4,760       02/06                3/5 yr.                 92,249         19.38


                                      -77-




                                Approximate                                                 Current        Base Rent Per
                                GLA Leased                             Renewal               Annual         Square Foot
            Lessee               (Sq. Ft.)      Lease Ends             Options              Rent ($)       Per Annum ($)
--------------------------------------------------------------------------------------------------------------------------
                                                                                               
EB Game World                         1,160       08/06                   -                    32,480         28.00
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.                 45,075         25.00
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                   -                    26,425         25.00
Gap Kids                              8,500       09/08                1/5 yr.                180,540         21.24
Victoria's Secret                     4,500       09/08                   -                    94,500         21.00
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
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                    2,233       11/09                   -                    55,825         25.00
Bombay Company                        4,500       12/09                   -                   121,500         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


                                      -78-


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

On June 7, 2004, 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.

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                         Per Square
                           GLA Leased       % of 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 September 1, 2004,
this property was 100% occupied, with a total 230,510 square feet leased to
fourteen 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 ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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


                                      -79-




                                        Approximate                                           Current          Base Rent Per
                                        GLA Leased                           Renewal           Annual           Square Foot
               Lessee                    (Sq. Ft.)        Lease Ends         Options          Rent ($)         Per Annum ($)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
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
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.                55,000          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.

ECKERD DRUG STORES

On June 3, 2004, we purchased the following four separate existing freestanding
retail properties built between 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 on all the proeprties' loans is 5.275% and all the
properties' loans mature 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

                                      -80-


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, 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                                      Base Rent
                              Approximate        GLA of       Current                      Per Square
Lessee/                       GLA Leased          each        Annual         Renewal        Foot Per
Location                       (Sq. Ft.)        Property      Rent ($)       Options        Annum ($)             Lease Term
----------------------------------------------------------------------------------------------------------------------------------
                                                                                           
1100 W. Hampton Blvd.            13,824           100          254,727       4/5 yr.          18.43          06/03/04 -  06/02/24
Greer, SC

2041 S. Croatan Hwy.             13,824           100          302,950       4/5 yr.          21.91          06/03/04 -  06/02/24
Kill Devil Hills, NC

Broad River and Kennerly         13,440           100          270,580       4/5 yr.          20.13          06/03/04 -  06/02/24
Columbia, SC

1106 Main Street                 13,824           100          217,875       4/5 yr.          15.76          06/03/04 -  06/02/24
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

On June 1, 2004, 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 $31,020,600. 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 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.

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:


                                      -81-




                                                                Base Rent
                          Approximate                          Per Square
                           GLA Leased       % of 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 September 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                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease 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.            37,050        19.50
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
Michael's                                      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
Mens Wearhouse                                  4,505       02/15          1/5 yr.            83,343        18.50
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.


                                      -82-


NORTHPOINTE PLAZA, SPOKANE, WASHINGTON

On May 28, 2004, we purchased an existing shopping center known as Northpointe
Plaza, containing 377,924 gross leasable square feet (which includes 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 $48,500,000. 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
$128 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 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                         Per Square
                                        GLA Leased       % of 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


                                                                            Base Rent
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                     Lease Term
Lessee                                   (Sq. Ft.)          GLA             Annum ($)            Beginning              To
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Safeway (continued)
                                                                               7.82                12/00               10/05
                                                                               8.19                11/05               11/05
                                                                               8.21                12/05               11/10

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 $36,375,000. 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.

Northpointe Plaza was built between 1991 to 1993. As of September 1, 2004, this
property was 99% occupied, with a total 374,807 square feet leased to thirty-one
tenants. The following table sets forth certain information with respect to
those leases:

                                      -83-




                                        Approximate                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease 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.            31,284        17.00
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             -              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                                  5,026       01/11             -               75,390        15.00
Mail Boxes, Etc.                                1,600       07/11             -               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
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)                        5,250       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

On May 21, 2004, we purchased a newly constructed shopping center known as
Watauga Pavilion, containing 205,740 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 June 2010.

                                      -84-


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                          Per Square
                           GLA Leased       % of Total          Foot Per                     Lease Term
Lessee                     (Sq. Ft.)           GLA              Annum ($)           Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
Oshman's Sporting
  Goods                      32,630             16               10.60                03/04               01/10
                                                                 11.00                02/10               01/15

Ross Dress for Less          30,187             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 September 1, 2004, this
property was 93% occupied, with a total 192,155 square feet leased to fourteen
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 ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
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
EB Games                                        1,500       12/08          2/5 yr.            34,500        23.00
Mattress Giant                                  5,000       01/09          2/5 yr.           110,000        22.00
Beauty Brands                                   6,260       02/09          1/5 yr.           138,600        22.14
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        13.00
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.           345,912        10.60
Cost Plus World Market                         17,999       01/15          3/5 yr.           238,487        13.25
PETsMART                                       19,380       03/19          3/5 yr.           201,552        10.40




                                      -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.

EASTWOOD TOWNE CENTER, LANSING, MICHIGAN

On May 13, 2004, we purchased an existing shopping center known as Eastwood
Towne Center, containing 326,981 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
$260 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 requies interest only payments
at an annual rate of 4.64% and matures 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                         Per Square
                           GLA Leased       % of 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 September 1, 2004, this property
was 99% occupied, with a total 324,020 square feet leased to sixty 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 ($)         Per Annum ($)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
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.                   43,560           40.00
Fabiano's Candies                        1,090         09/07                1/5 yr.                   27,250           25.00
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


                                      -86-




                                   Approximate                                                    Current         Base Rent Per
                                   GLA Leased                               Renewal                Annual          Square Foot
               Lessee               (Sq. Ft.)        Lease Ends             Options               Rent ($)        Per Annum ($)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
LA Weight Loss                           1,100         04/09                   -                      22,000           20.00
See Optics                               1,200         09/09                1/5 yr.                   42,000           35.00
Banana Republic                          7,000         09/10           1/4 yr. & 1/3 yr.             105,000           15.00
The Gap                                  7,526         09/10           1/4 yr. & 1/3 yr.             120,416           16.00
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
Oneida                                   4,000         09/12                1/5 yr.                   90,000           22.50
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.                   56,192           32.50
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 Market                 1,850         01/13                2/5 yr.                   61,050           33.00
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
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                              1,100         10/13                2/5 yr.                   28,600           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
Wlliams-Sonoma                           5,500         01/15                   -                     121,000           22.00
Pottery Barn                            10,500         01/15                   -                     231,000           22.00
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


                                      -87-




                                   Approximate                                                    Current          Base Rent Per
                                   GLA Leased                               Renewal                Annual           Square Foot
               Lessee               (Sq. Ft.)        Lease Ends             Options               Rent ($)         Per Annum ($)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
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

On April 29, 2004, 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 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.

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                         Per Square
                           GLA Leased       % of 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
                                                                  6.50                02/04               01/09
                                                                  7.25                02/09               01/14


                                      -88-




                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
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 September 1, 2004, Arvada Marketplace was 97% occupied, with a total
288,819 square feet leased to twenty-six tenants and Arvada Connection was 78%
occupied, with a total 47,483 square feet leased to twelve 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 ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
ARVADA MARKETPLACE
Carefree Spas & Pools                    6,367       Month To Month                  -                    60,000         9.42
Ted Johnson, DDS                         1,564            10/04                   1/5 yr.                 20,301        12.98
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
Citifinancial                            2,251            12/06                   1/5 yr.                 35,821        15.91
Elegant Nails                            1,000            01/07                      -                    18,002        18.00
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.                 22,140        18.00
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


                                      -89-




                                 Approximate                                                          Current       Base Rent Per
                                 GLA Leased                                       Renewal             Annual         Square Foot
               Lessee             (Sq. Ft.)            Lease Ends                 Options            Rent ($)       Per Annum ($)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
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
Bennett's Bar-B-Que                      6,054            03/12                   2/5 yr.                149,836        24.75
Gart Sports                             54,903            01/14                   2/5 yr.                356,870         6.50
Office Depot                            17,363            05/14                   3/5 yr.                138,904         8.00

ARVADA CONNECTION
SAS Shoes                                2,600            11/04                   1/5 yr.                 28,600        11.00
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                      -                    24,058        14.32
Verizon Wireless                         1,400            10/06                      -                    26,600        19.00
Pier 1 Imports                           8,068            04/08                      -                   137,156        17.00
Household Finance                        1,680            11/07                   1/5 yr.                 25,200        15.00
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
IHOP                                     4,460            01/10              1/3 yr. & 1/4 yr.           101,900        22.85


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.

ALISON'S CORNER SHOPPING CENTER, SAN ANTONIO, TEXAS

On April 28, 2004, 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, Mattress Firm and Shoe Carnival, 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          30,066             55               10.00                09/03               01/14


                                      -90-




                                                                Base Rent
                           Approximate                         Per Square
                           GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                      (Sq. Ft.)          GLA              Annum ($)           Beginning              To
-----------------------------------------------------------------------------------------------------------------
                                                                                           
Shoe Carnival                12,000             22               13.00                09/03               08/13

Mattress Firm                 9,000             16               12.00                01/04               12/08


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 September 1, 2004, this property was
100% occupied, with a total 55,066 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                         Renewal        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

On April 27, 2004, we purchased a portion of a newly constructed shopping center
known as North Rivers Town Center. The property we acquired contains 141,004
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:

                                      -91-




                                                                             Base Rent
                                        Approximate                         Per Square
                                        GLA Leased       % of Total          Foot Per                      Lease Term
Lessee                                   (Sq. Ft.)          GLA              Annum ($)           Beginning              To
------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
Bed, Bath & Beyond                        28,000             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 September 1,
2004, this property was 100% occupied, with a total 141,004 square feet leased
to fifteen tenants and a parcel of land lease to one tenant under a ground
lease. 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 ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
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          1/6 yr.            36,000        20.00
Towne Centre                                    1,600       03/09          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                             28,000       01/14          3/5 yr.           303,800        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 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

On April 20, 2004, 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.

                                      -92-


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                         Per Square
                                        GLA Leased       % of 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 September 1, 2004, this property was
95% occupied, with a total 128,289 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                         Renewal        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.


                                      -93-


BEST ON THE BOULEVARD, LAS VEGAS, NEVADA

On April 14, 2004, 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                         Per Square
                                        GLA Leased       % of 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

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 September 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                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease Ends        Options       Rent ($)       Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                             
Barnes & Noble Booksellers                     26,092       01/10          3/5 yr.           350,000        13.41
Rochester Big & Tall                            7,000       08/10          2/5 yr.           201,280        28.75
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


                                      -94-




                                        Approximate                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease Ends        Options       Rent ($)       Per Annum ($)
------------------------------------------------------------------------------------------------------------------------
                                                                                             
Copeland's Sporting Goods                      25,129       06/12          4/5 yr.           379,950        15.12
Pier 1 Imports                                 10,001       09/13          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

On April 8, 2004, 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.

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.

Two tenants, Whole Foods Grocery Store and Eckerd Drug Store, lease more than
10% of the total gross leasable area of the property. The lease 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
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Whole Foods                                32,000             35               13.50                01/02               01/12
                                                                                CPI                 02/12               01/17
                                                                                CPI                 02/17               01/22

Eckerd Drug Store *                        10,908             12                N/A                 07/03               07/23



*  Ground Lease

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 September 1, 2004, this
property was 89% occupied, with a total 82,212 square feet leased to seventeen
tenants. The following table sets forth certain information with respect to
those leases:

                                      -95-




                                        Approximate                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        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.           108,738        31.50
Ship Rite                                       1,340       11/07          1/5 yr.            36,575        27.30
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
Kolache Factory                                 2,100       11/08          2/5 yr.            71,400        34.00
Washington Mutual                               4,114       01/09          3/5 yr.           131,648        32.00
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
Eckerd Drug Store (Ground Lease)               10,908       07/23          4/5 yr.           205,000         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.


HERITAGE TOWNE CROSSING, EULESS, TEXAS

On March 5, 2004, we purchased an existing shopping center known as Heritage
Towne Crossing containing 80,639 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 $14,567,991. 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
$181 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 September 1, 2004, this
property was 89% occupied, with a total 72,119 square feet leased to 29 tenants.
The following table sets forth certain information with respect to those leases:

                                      -96-




                                        Approximate                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        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 Tobacco                          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 Dave's                                   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

On March 4, 2004, 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.

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.

                                      -97-


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                          Per Square
                                         GLA Leased       % of 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 September 1, 2004, this
property was 97% occupied, with a total 207,711 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                         Renewal        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
Julie Nails & Spa                               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
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.


                                      -98-


PROMENADE AT RED CLIFF, ST. GEORGE, UTAH

On February 13, 2004, we acquired an existing shopping center known as Promenade
at Red Cliff containing 94,364 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 $19,533,000. 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                          Per Square
                                         GLA Leased       % of 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

Old Navy                                   19,324             20               12.00                02/98               11/03
                                                                               13.79                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 September 1, 2004, this property
was 95% occupied, with a total 89,480 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                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease Ends        Options       Rent ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
Panda Express                                   1,513       11/04          3/5 yr.            36,312        24.00
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


                                      -99-




                                        Approximate                                       Current       Base Rent Per
                                        GLA Leased                         Renewal        Annual         Square Foot
               Lessee                    (Sq. Ft.)       Lease Ends        Options       Rent ($)       Per Annum ($)
-----------------------------------------------------------------------------------------------------------------------
                                                                                             
Country Clutter                                 1,464       09/08          1/5 yr.            36,600        25.00
Old Navy                                       19,324       11/08          1/5 yr.           266,575        13.79
Samuri 21                                       4,057       12/08          1/5 yr.            97,368        24.00
Quiznos                                         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
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.


NEWNAN CROSSING WEST AND PHASE II, NEWNAN, GEORGIA

On February 13, 2004, we acquired an existing shopping center known as Newnan
Crossing Phase II containing 160,219 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. 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                          Per Square
                           GLA Leased       % of 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


                                      -100-


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 September 1, 2004,
the property was 100% occupied, with a total 291,415 square feet leased to 21
tenants and one ground lease. 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 ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
Old Navy                               25,000     09/04      2/5 yr.      225,000       9.00
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
Crystal Nails & 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
My Friend's Place                       1,600     03/09      2/5 yr.       28,800      18.00
Michaels                               23,669     08/09      4/5 yr.      213,336       9.01
T.J. Maxx                              30,000     08/09      3/5 yr.      240,000       8.00
Party City                             12,000     10/09      2/5 yr.      156,000      13.00
Payless Shoe Source                     3,000     11/09      2/5 yr.       48,000      16.00
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

On February 5, 2004, 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.

                                      -101-


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              Per Square
                                  GLA Leased   % of 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 September 1, 2004, this
property was 98% occupied, with a total 107,759 square feet leased to 28
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 ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
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
Custom Clearners                        2,100     02/06      1/5 yr.      58,800       28.00
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.      70,400       16.00
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
Issin 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
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
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
Mi Cocina                               4,964     01/12      2/5 yr.     124,100       25.00
Pei Wei                                 3,160     02/12      2/5 yr.      96,380       30.50


                                      -102-




                                  Approximate                           Current    Base Rent Per
                                  GLA Leased                 Renewal     Annual     Square Foot
            Lessee                 (Sq. Ft.)   Lease Ends    Options    Rent ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
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

On January 21, 2004, 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              Per Square
                                  GLA Leased   % of 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

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 September 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:

                                      -103-




                                  Approximate                                   Current    Base Rent Per
                                  GLA Leased                    Renewal          Annual     Square Foot
            Lessee                 (Sq. Ft.)   Lease Ends       Options         Rent ($)   Per Annum ($)
---------------------------------------------------------------------------------------------------------
                                                                                
Half Price Books                        8,000     10/04          2/5 yr.           84,000      10.50
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. & 1/2 yr.      26,400      22.00
GameStop                                2,006     12/08             -              52,156      26.00
David's Bridal                         12,000     11/09          2/5 yr.          186,240      15.52
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.

METRO SQUARE CENTER (SUPER VALU SHOPPING CENTER), SEVERN, MARYLAND

On January 20, 2004, we purchased an existing shopping center formerly known as
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              Per Square
                                  GLA Leased   % of 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


                                      -104-


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.

Super Valu Shopping Center was built in 1999. As of September 1, 2004, this
property was 100% occupied, with a total 61,817 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                 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
AZZ Cleaners                            2,400     12/07      1/5 yr.     55,080        22.95
Shoppers Food Warehouse                58,217     01/20      4/5 yr.    844,146        14.50


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.

LARKSPUR LANDING, LARKSPUR, CALIFORNIA

On January 14, 2004, 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              Per Square
                                  GLA Leased   % of 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 September 1,
2004, this property was 87% occupied, with a total 150,893 square feet leased to
34 tenants. The following table sets forth certain information with respect to
those leases:

                                      -105-




                                  Approximate                              Current   Base Rent Per
                                  GLA Leased                    Renewal    Annual     Square Foot
            Lessee                 (Sq. Ft.)     Lease Ends     Options    Rent ($)  Per Annum ($)
---------------------------------------------------------------------------------------------------
                                                                           
Sushi Ko *                              1,709       08/04          -         51,270       30.00
Golden Gate Printing*                   3,287       08/04          -         30,010        9.13
Sportech                                  805       03/05          -         16,503       20.50
24 Hour Fitness                        17,039       03/05       1/5 yr.     358,926       21.06
Asher Clinic                            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          -         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 Brugger                            880       06/06          -         18,480       21.00
Maxwell Cleaners                        2,748       09/06          -        103,874       37.80
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
Larkspur Landing Optomery               1,165       06/07          -         39,598       33.99
Larkspur Landing Pet Clinic             1,141       04/08          -         36,831       32.28
Bay Area Wireless                         610       04/08       2/5 yr.      23,790       39.00
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          -         38,375       23.62
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          -        103,840       51.92
Ragged Sailor                           1,207       12/08          -         33,888       28.08
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
Allstate Insurance                        405  Month To Month      -         13,365       33.00
Marin Visitor Bureau                      720  Month To Month      -         12,000       16.67
Avanti                                  1,115  Month To Month      -          2,400        2.15
John Connelly                             880  Month To Month      -          6,924        7.87



*  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.

NORTH RANCH PAVILIONS, THOUSAND OAKS, CALIFORNIA

On January 15, 2004, 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.

                                      -106-


 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              Per Square
                                  GLA Leased   % of 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 September 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                           Current    Base Rent Per
                                  GLA Leased                 Renewal     Annual     Square Foot
            Lessee                 (Sq. Ft.)   Lease Ends    Options    Rent ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
Kay's Nails                             1,028     10/04      1/3 yr.       24,178      23.52
Prudential Realty                       3,379     11/04         -          95,287      28.20
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.       29,832      22.95
Postal Club                             1,086     10/06      1/5 yr.       24,239      22.32
Dance Trends                            2,338     11/06      1/5 yr.       41,523      17.76
Bank of America                         4,500     12/06         -         172,980      38.44
Clubhous Cleaners                       1,505     12/06      1/5 yr.       43,765      29.08
Cookies by Design                       1,353     01/07      1/5 yr.       31,822      23.52
Malibu Gymnastics                       3,740     02/07      3/3 yr.       67,320      18.00
State Farm Insurance                    1,023     03/07         -          22,791      22.28
Malibu Gymnastics                       3,040     11/08      5/1 yr.       54,720      18.00
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
Total Body Fitness                      1,998     12/07      1/5 yr.       37,042      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.       34,609      22.68
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.       38,396      29.40
Savvy Salon                             6,500     02/14      2/5 yr.      163,800      25.20


                                      -107-


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

On January 9, 2004, 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.

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              Per Square
                                  GLA Leased   % of 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 September 1, 2004, this
property was 100% occupied, with a total 380,487 square feet leased to 21
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 ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
Sprint PCS                              2,800     10/04      1/5 yr.     50,400        18.00
Great Clips                             1,200     12/04      1/5 yr.     23,400        19.50
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
Hallmark Cards                          6,000     02/05      2/5 yr.     93,900        15.65


                                      -108-




                                  Approximate                           Current    Base Rent Per
                                  GLA Leased                 Renewal     Annual     Square Foot
            Lessee                 (Sq. Ft.)   Lease Ends    Options    Rent ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
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
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
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
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

On January 6, 2004, 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


                                      -109-




                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   Foot Per        Lease Term
Lessee                             (Sq. Ft.)      GLA       Annum ($)   Beginning      To
----------------------------------------------------------------------------------------------
                                                                       
CVS Pharmacy                           12,150      11         26.00       06/01       01/22

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 September 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.       49,213     13.52
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      3/2 yr.       18,702     12.47
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

On December 31, 2003, 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, 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 tenant would be obligated to pay a substantial portion of any
monies spent pursuant to the provisions of its lease.

                                      -110-


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        Foot Per        Lease Term
Lessee                             (Sq. Ft.)      GLA       Options    Annum ($)    Annum ($)   Beginning       To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
Shaw's
 Supermarkets-New
 Britain                               65,658      100       6/5 yr.    1,017,699     15.50       12/95        02/01
                                                                        1,083,357     16.50       03/01        02/06
                                                                        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

On December 31, 2003, 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:




                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   Foot Per        Lease Term
Lessee                             (Sq. Ft.)      GLA       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

                                      -111-


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 September 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
            Lessee                 (Sq. Ft.)   Lease Ends    Options    Rent ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
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.


ECKERD DRUG STORES

On December 24, 2003, we purchased the following two separate existing
freestanding retail properties known as 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


We purchased these Eckerd Drug Stores 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 Eckerd Drug Store -
Edmond and Eckerd Drug Store - Norman, respectively. Both loans require interest
only payments at an annual rate of 4.374% and mature June 2009.


One tenant, Eckerd Drug Store, 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:

                                      -112-




                                                  % of
                                                  Total                            Base Rent
                                  Approximate    GLA of      Current               Per Square
Lessee/                           GLA Leased      each       Annual     Renewal     Foot Per        Lease Term
Location                           (Sq. Ft.)    Property    Rent ($)    Options     Annum ($)   Beginning       To
---------------------------------------------------------------------------------------------------------------------
                                                                                          
33rd Street & Santa Fe                 13,824      100       289,292    4/5 yr.       20.93       10/03        10/23
Edmond, OK

36th & Robinson                        13,824      100       454,806    4/5 yr.       32.90       11/03        11/23
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

On December 19, 2003, 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.

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:




                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   Foot Per        Lease Term
Lessee                             (Sq. Ft.)      GLA       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


                                      -113-




                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   Foot Per        Lease Term
Lessee                             (Sq. Ft.)      GLA       Annum ($)   Beginning      To
----------------------------------------------------------------------------------------------
                                                                       
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 September 1, 2004, this property
was 94% occupied, with a total 210,010 square feet was leased to 12 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 ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
Murray's Discount Auto                 10,000     10/04      2/5 yr.     110,000       11.00
Signature Cleaners                      1,500     11/04         -         37,260       24.84
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         -         33,000       22.00
PETsMART                               25,487     09/09      5/5 yr.     285,454       11.20
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
Circuit City                           32,984     01/15      4/5 yr.     346,332       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.

STONY CREEK MARKETPLACE, NOBLESVILLE, INDIANA

On December 8, 2003, we purchased a newly constructed shopping center known as
Stony Creek Marketplace containing 153,816 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.

                                      -114-


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:



                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   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                         22,000      14         13.49       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 September 1, 2004, this
property was 100% occupied, with a total 153,816 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                 Renewal     Annual     Square Foot
            Lessee                 (Sq. Ft.)   Lease Ends    Options    Rent ($)   Per Annum ($)
-------------------------------------------------------------------------------------------------
                                                                        
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 Optomotry, 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                         22,000     01/16      2/5 yr.     296,730       13.49
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.


                                      -115-


THE SHOPS AT PARK PLACE, PLANO, TEXAS

On October 31, 2003, 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 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.

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 this loan is at least as
equal to 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:




                                                            Base Rent
                                  Approximate              Per Square
                                  GLA Leased   % of Total   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 &                            25,000      21         11.00       10/01       01/12
 Beyond


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 September 1, 2004, this
property was 99% leased, with a total 115,460 square feet leased to 11 tenants.
The following table sets forth certain information with respect to those leases:

                                      -116-




                                  Approximate                           Current    Base Rent Per
                                  GLA Leased                 Renewal     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.      29,176       28.00
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
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

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.

BED, BATH & BEYOND PLAZA, MIAMI, FLORIDA


We anticipate purchasing a newly constructed shopping center known as Bed, Bath
& Beyond Plaza, containing 97,447 gross leasable square feet. This property is
located on a 65-year ground lease. We are not acquiring the underlying real
property. The center is located at Northwest 107th Avenue and Northwest 19th
Street in Miami, Florida.


We anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be approximately $20,350,000. 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 $209 per square foot of leasable space.

                                      -117-


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.


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 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        Lease Term
Lessee                             (Sq. Ft.)      GLA       Annum ($)   Beginning      To
----------------------------------------------------------------------------------------------
                                                                       
Bed, Bath & Beyond                     28,053      29         14.80       03/04       01/20
Office Depot*                          16,175      17         23.32       08/04       08/09

Pier 1 Imports                         10,582      11         27.65       11/03       02/14

Party City                             10,930      11         18.12       12/03       08/14



* Lease term information is based on the date the tenant begins occupancy and is
not currently available.


For federal income tax purposes, the depreciable basis in this property 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 newly constructed during 2004. As of September 1,
2004, the property was 100% leased to 16 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 ($)   Per Annum ($)
-------------------------------------------------------------------------------------
                                                             
Sally Beauty Supplies                   1,368     05/09       40,632     29.70
A+ Nails                                1,301     05/09       41,333     31.77
Bo Concept                              5,100     06/09       69,193     13.57
Office Depot                           16,175     08/09      377,201     23.32
Young Eye Associates                    1,299     08/09       36,372     28.00
Cold Stone Creamery                     1,592     09/09       48,556     30.50
Pier 1 Imports                         10,582     02/14      292,621     27.65
Starbucks                               1,402     03/14       55,382     39.50
Sprint PCS                              3,622     12/10      118,657     32.76
Moe's Southwestern Grill                2,400     05/14       72,072     30.03
Doral Dentist Partners                  1,707     07/14       25,523     14.95
Party City                             10,930     08/14      198,052     18.12
Bed, Bath & Beyond                     28,053     01/20      415,184     14.80
Fuddruckers                             6,000       *        192,444     32.07
Quiznos                                 1,360       *         38,082     28.00
Cargo Kids!                             4,556       *        129,406     28.40



* Lease term information is based on the date the tenant begins occupancy and is
not currently available.

                                      -118-


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 anticipate purchasing a portion of a newly constructed shopping center known
as Azalea Square Shopping Center, containing 395,156 gross leasable square feet
(which includes one ground lease space). We intend to purchase 181,360 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 anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be 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 is
expected to be approximately $165 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.


Five tenants, T.J. Maxx, Linens 'N Things, Ross Dress for Less, Cost Plus World
Market and PETsMART, each leases more than 10% of the total gross leasable area
of the property we are purchasing. 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        17           7.75         06/04      05/14

Linens 'N Things                     25,000        14          10.75         06/04      05/14

Ross Dress for Less                  30,000        17           9.50         06/04      05/14

Cost Plus World Market               18,300        10          12.50         06/04      05/14

PETsMART                             19,107        11          11.00         06/04      05/19



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 is newly constructed in 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 September 1, 2004, the property was 95% leased
to 18 tenants. The following table sets forth certain information with respect
to those leases:

                                      -119-




                                                                                   Base Rent Per
                                  Approximate GLA                Current Annual   Square Foot Per
Lessee                            Leased (Sq. Ft.)  Lease Ends      Rent ($)         Annum ($)
-------------------------------------------------------------------------------------------------
                                                                          
Lee Spa Nails                          1,500          05/09          36,000           24.00
S&K Menswear                           3,603          05/09          64,854           18.00
Marble Slab Creamery                   1,200          05/09          26,400           22.00
EB Games                               1,600          05/09          36,800           23.00
Sport Clips                            1,200          05/09          25,200           21.00
Dress Barn                             8,050          05/09         120,750           15.00
Phone Smart                            1,800          05/09          37,800           21.00
Artisan Jewelers                       2,400          05/09          57,600           24.00
T.J. Maxx                             30,000          05/14         232,500            7.75
Cost Plus World Market                18,300          05/14         228,750           12.50
Pier 1 Imports                        10,800          05/14         167,400           15.50
Shoe Carnival                          9,000          05/14         112,500           12.50
Ross Dress for Less                   30,000          05/14         285,000            9.50
Linens 'N Things                      25,000          05/14         268,750           10.75
PETsMART                              19,107          05/19         210,177           11.00
Hibbett Sporting Goods                 5,000          05/14          70,000           14.00
McAllisters Deli                       3,600          05/14          75,600           21.00
Logans (Ground Lease)                    *            05/24          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.


ACADEMY SPORTS & OUTDOORS, PORT ARTHUR, TEXAS


We anticipate purchasing 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 anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be 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 is
expected to be approximately $82 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, 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:

                                      -120-




                                  Approximate GLA                     Base Rent Per Square
Lessee                            Leased (Sq. Ft.)   % of Total GLA    Foot Per Annum ($)    Lease Term*
----------------------------------------------------------------------------------------------------------
                                                                                    
Academy Sports
 & Outdoors                           61,001              100                 6.56              20 Years



*  Lease term has not been determined at the time of this report


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.


WOODBURY VILLAGE SHOPPING CENTER, WOODBURY, MINNESOTA


We anticipate purchasing an existing community shopping center known as Woodbury
Village Shopping Center, containing 442,208 gross leasable square feet. The
shopping center consists of the following parcels: Woodbury Village, Woodbury
Village Green, The Shoppes of Woodbury and Woodale Shopping Center. The center
is located at 7000-7250 Valley Creek Plaza in Woodbury, Minnesota.


We anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be approximately $68,000,000. 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 $154 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, Kohl's and Rainbow Foods (Roundy's), each lease more than 10% of
the total gross leasable area of the shopping center. 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                    Square Foot Per         Lease Term
Lessee                             (Sq. Ft.)   % of Total GLA      Annum ($)       Beginning        To
---------------------------------------------------------------------------------------------------------
                                                                                   
Kohl's                               92,781         21               8.31            03/92        01/13

Rainbow Foods (Roundy's)             65,808         15               8.50            02/92        02/12



For federal income tax purposes, the depreciable basis in this property will be
approximately $51,000,000. 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.


Woodbury Village was built in 1992 and 1993. As of September 1, 2004, this
property was 100% occupied, with a total 422,208 square feet leased to 58
tenants. The following table sets forth certain information with respect to
those leases:

                                      -121-




                                  Approximate                                Base Rent Per
                                  GLA Leased                Current Annual  Square Foot Per
Lessee                             (Sq. Ft.)   Lease Ends       Rent ($)       Annum ($)
-------------------------------------------------------------------------------------------
                                                                     
WOODBURY VILLAGE

AT & T Wireless                       2,800       02/06         51,800           18.50
Creative Kidstuff                     2,895       07/06         47,768           16.50
Creative Kidstuff (Storage)             903       07/06          9,030           10.00
Starbucks Coffee                      3,120       11/06         64,802           20.77
Great Clips                           1,200       02/07         22,800           19.00
Applebee's                            5,000       03/07        121,000           24.20
RadioShack                            2,200       03/07         35,200           16.00
Casual Corner                         5,832       04/07        104,976           18.00
Premier Cleaners                        800       04/07         14,400           18.00
Famous Footwear                       5,500       04/07         71,500           13.00
Pets Advantage                        4,083       04/07         53,079           13.00
Gander Mountain                      20,638       04/07        199,982            9.69
Music-Go-Round                        3,132       07/07         58,099           18.55
Pearle Vision                         2,750       09/07         57,750           21.00
Dress Barn                            7,235       12/07        115,760           16.00
Hallmark Cards                        6,085       01/08         79,105           13.00
Barnes & Noble                       15,300       01/08        229,500           15.00
Pack-N-Mail                           1,600       04/08         32,000           20.00
Fioceilo's Hairstyling                2,475       05/08         44,550           18.00
Mattress Giant                       13,885       05/08        135,379            9.75
Select Comfort                        2,222       07/08         42,218           19.00
Foot Solutions                        1,488       09/08         26,784           18.00
Marshalls                            29,107       10/08        261,963            9.00
Fast Frame                            1,338       02/09         26,760           20.00
Bartlett Chiropractic Health          2,525       04/10         32,825           13.00
Walgreens                            12,544       01/12        163,072           13.00
Rainbow Foods (Roundy's)             65,808       01/12        559,368            8.50
Movie Gallery                         9,000       03/12        180,000           20.00
The Oriental Restaurant               4,227       06/12         81,370           19.25
Kohl's                               92,781       01/13        771,000            8.31

WOODBURY VILLAGE GREEN

Jenny Craig Weight Loss
  Center                              2,059       11/04         33,974           16.50
Carlson Travel                        1,032       12/04         19,608           19.00
Gingis Formal Wear                    2,000       03/05         32,000           16.00
2nd Wind                              4,000       07/05         64,000           16.00
GameStop                              1,800       10/05         27,000           15.00
General Nutrition Center              1,530       10/06         26,010           17.00
Austad's Golf                         5,080       01/07         71,120           14.00
Broadway Pizza                        2,682       01/09         53,238           19.85
ProEx Photo (Ritz Camera)             2,400       01/09         64,800           27.00
Best Buy                             35,520       01/09        348,096            9.80
Paper Warehouse                       8,035       02/09        104,455           13.00
Frank's Nursery & Crafts             18,761       01/14        231,511           12.34

THE SHOPPES AT WOODBURY
 VILLAGE

Charly Cosmetics                        691       08/06         13,410           19.41
Cutie Patootie                          693       09/06         13,446           19.40
Advanced Wireless                     1,219       10/06         28,930           23.73
Wedgewood Jewelers                    1,862       11/06         40,160           21.57
The Bread Gallery                     1,143       06/07         27,126           23.73


                                      -122-




                                  Approximate                                Base Rent Per
                                  GLA Leased                Current Annual  Square Foot Per
Lessee                             (Sq. Ft.)   Lease Ends       Rent ($)       Annum ($)
-------------------------------------------------------------------------------------------
                                                                     
Inizio (Gift Store)                   1,146       08/07         25,956           22.65
Sports Barbers                        1,018       08/07         23,058           22.65
Top Shelf Athletics                   1,098       08/07         20,128           18.33
Cold Stone Creamery                   1,372       12/07         29,340           21.38
Rocky Mountain Chocolate              1,157       08/08         26,208           22.65
  Factory

Papa Murphy's Pizza                   1,347       09/08         30,513           22.65
Noodles & Company                     2,720       08/11         72,725           26.74
Chipolte Mexican Grill                2,526       09/11         67,550           26.74
Joey's Only Seafood Restaurant        2,442       09/13         50,934           20.86
Running Room                          1,402       11/13         34,753           24.79

WOODALE

Ciatti's Italian Restaurant           7,000       04/07        130,000           18.57



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 anticipate purchasing 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 anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be approximately $6,650,000. 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 $130 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:




                                  Approximate                    Base Rent Per
                                  GLA Leased                    Square Foot Per         Lease Term
Lessee                             (Sq. Ft.)   % of Total 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 $4,987,000. 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 September 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:

                                      -123-




                                  Approximate                                Base Rent Per
                                  GLA Leased                Current Annual  Square Foot Per
Lessee                             (Sq. Ft.)   Lease Ends       Rent ($)       Annum ($)
-------------------------------------------------------------------------------------------
                                                                     
GNC                                    1,050      12/04         23,930           22.79
Hair Cuttery                           1,050      02/05         23,237           22.13
Avenue Nails                           1,043      08/05         24,969           23.94
Pak Mail Center                        1,050      09/05         23,006           21.91
Vivonia's Italian Pizzeria             3,750      09/06         81,938           21.85
White Swan Cleaners                    1,050      01/09         16,800           16.00
Subway                                 1,050      02/09         17,063           16.25
China Cook                             1,043      07/11         20,161           19.33
Publix                                37,866      12/19        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.


WINCHESTER COMMONS, MEMPHIS, TENNESSEE


We anticipate purchasing 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 anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be approximately $13,073,000. 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 $141 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, 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                    Square Foot Per          Lease Term
Lessee                            (Sq. Ft.)    % of Total 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 $9,805,000. 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 September 1, 2004, this property was
100% occupied, with a total 93,024 square feet leased to 16 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 ($)       Annum ($)
-------------------------------------------------------------------------------------------
                                                                     
For Your Eyes Only                     2,220      05/04         45,443           20.47
Fantastic Sam's                        1,600      06/04         28,000           17.50
Giant TV                               1,600      09/04         27,200           17.00


                                      -124-




                                  Approximate                                Base Rent Per
                                  GLA Leased                Current Annual  Square Foot Per
Lessee                             (Sq. Ft.)   Lease Ends       Rent ($)       Annum ($)
-------------------------------------------------------------------------------------------
                                                                     
The Steak Escape                       1,600      01/05         26,400           16.50
Shirley's Hallmark                     4,400      02/05         52.800           12.00
The Wine Cellar                        4,000      03/06         66,000           16.50
Opportunity Mortgage
  (A+ Wireless)                        1,534      07/06         26,078           17.00
China Dragon Restaurant                2,400      10/06         39,600           16.50
Dental Partners of Tennessee           2,000      01/07         35,500           17.75
Sunsations                             1,600      07/07         27.200           17.00
Greg Pickett Golf                      1,600      01/09         27,712           17.32
The UPS Store                          2,000      01/09         34,000           17.00
Southwinds Cleaners                    1,600      01/09         27,200           17.00
Nextel Communications                  1,600      06/09         33,600           21.00
East End Grill                         3,600      07/09         59,400           16.50
Kroger                                59,670      04/19        491,681            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.


LAKEPOINTE TOWNE CROSSING, LEWISVILLE, TEXAS


We anticipate purchasing a newly constructed shopping center known as Lakepointe
Towne Crossing, containing 193,502 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
lease more than 10% of the total gross leasable area of the property. The lease
term has been determined in 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              Per Square
                                  GLA Leased   % of 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


                                      -125-


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.


MANSFIELD TOWNE CROSSING, MANSFIELD, TEXAS


We anticipate purchasing a newly constructed shopping center known as Mansfield
Towne Crossing, containing 111,898 gross leasable square feet of which 4,500 is
on a ground lease. The center is located at Highway 287 and Debbie Lane, in
Mansfield, Texas.


We anticipate purchasing this property from an unaffiliated third party. Our
total acquisition cost is expected to be approximately $19,967,700. 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 is
expected to be approximately $178 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, Ross Dress for Less and Staples, 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 projected lease commencement date. The leases with
these tenants require the tenants to pay base annual rent on a monthly basis as
follows:

                                      -126-




                                                           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        10/04          01/15

Staples                           20,388       18          10.50       08/03          08/18



For federal income tax purposes, the depreciable basis in this property will be
approximately $14,975,800. 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.


Mansfield 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 ($)    Per Annum ($)
-------------------------------------------------------------------------------------
                                                           
AT & T Wireless                    2,500       07/08        55,000     22.00
EB Games                           1,500       09/08        31,500     21.00
Sport Clips                        1,440       10/08        30,240     21.00
Luxury Nails                       1,013       02/09        20,259     20.00
Dr. Michael Poison                 1,060       05/09        20,140     19.00
Robertson Pools                    1,440       06/09        27,360     19.00
Bath Junkie                        1,200       06/09        22,800     19.00
Subway                             1,600       07/09        30,400     19.00
GNC                                1,200       09/09        22,800     19.00
The Cash Store                     1,600       09/09        30,400     19.00
Creekside Collections              3,811       09/09        62,882     16.50
Zales Jewelers                     3,000       12/13        64,500     21.50
Famous Footwear                    8,000       01/14       120,000     15.00
Payless Shoes                      3,000       01/14        54,000     18.00
Ross Dress for Less               30,187       01/15       279,229      9.25
Pier 1 Imports                    10,800       02/15       162,000     15.00
Staples                           20,388       08/18       214,074     10.50
Regions Bank (Ground
  Lease)                           4,500       01/23        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.


PLEASANT RUN TOWNE CROSSING, CEDAR HILL, TEXAS


We anticipate purchasing a newly constructed shopping center known as Pleasant
Run Towne Crossing, containing 225,431 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.


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.

                                      -127-


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              Per Square
                                  GLA Leased   % of 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 $31,063,400. 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.


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 Square
                                    GLA Leased               Annual            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
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


                                      -128-


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 September 8, 2004, we have over of $141,000,000 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, Portland, Oregon,
Eckerd Drug Store at Danforth and Santa Fe in Edmond, Oklahoma and Shaw's
Supermarket at Bristol, Connecticut (and 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.

                                      -129-


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 POST-EFFECTIVE
AMENDMENT 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 three and six months ended
June 30, 2004. The period from March 5, 2003 (inception) to June 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 in this report.


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 properties in locations throughout the United States.
Inland Western Retail Real Estate Advisory Services, Inc. or our 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 July 31, 2004 we have purchased
14 additional properties located in the states of Arkansas, Georgia, Louisiana,
Maryland, Missouri, Pennsylvania, South Carolina, Texas and Washington.


During the six months ended June 30, 2004, we purchased 34 properties, of which
13 were not located in our primary geographical area of interest. We purchased
these 13 properties because we had the unique opportunity of taking advantage of
our 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. 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 second 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.


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 almost 75% 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

                                      -130-


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 Best Buy,
which has nine leases representing approximately 428,643 square feet, or
approximately 4.5% of the total gross leasable area owned by us as of July 31,
2004. The annualized base rental income from these leases is approximately
$6,276,746, or approximately 5.2% of the total annualized base rental income,
based on our portfolio of properties as of July 31, 2004. The two largest
tenants in annualized base rental income are Best Buy and Ross Dress for Less
which together total approximately $9,764,088 or 8.1% of the total annualized
base rental income, based on our portfolio of properties as of July 31, 2004.


We are in the process of offering our common stock and have raised $850,239,770
as of June 30, 2004. We raised on average approximately $120 million per month
during the second quarter of 2004.


As of June 30, 2004, we owned a portfolio of forty-two properties located in
Arizona, California, Colorado, Connecticut, Georgia, Illinois, Indiana, Kansas,
Louisiana, Maryland, Michigan, Nevada, New Mexico, North Carolina, Oklahoma,
South Carolina, Texas, Utah, and Washington containing an aggregate of
approximately 7,143,674 square feet of gross leasable area. As of June 30, 2004,
approximately 92% of gross leasable area in the properties was physically
leased.


The following is a summary of the properties we own as of June 30, 2004:




                                                 Gross                                 Amount of
                                                Leasable                               Mortgages
                                                  Area        Date      Year Built/    Payable at
Property                                        (Sq Ft)     Acquired     Renovated      06/30/04
-----------                                     -------     --------    -----------    ----------
                                                                         
Alison's Corner                                    55,066      04/04       2003      $    3,850,000
  San Antonio, TX

Arvada Connection and Arvada Marketplace          358,094      04/04     1987/1990       28,510,000
  Arvada, CO

Best on the Boulevard                             204,627      04/04     1996/1999       19,525,000
  Las Vegas, NV

Bluebonnet Parc                                   135,289      04/04       2002          12,100,000
  Baton Rouge, LA

CorWest Plaza                                     115,011      01/04     1999/2003       18,150,000
  New Britain, CT

Darien Towne Centre                               223,876      12/03       1994          16,500,000
  Darien, IL

Davis Towne Crossing                               41,391      06/04       2004                   -
  North Richland Hills, TX


                                      -131-




                                                 Gross                                 Amount of
                                                Leasable                               Mortgages
                                                  Area        Date      Year Built/    Payable at
Property                                        (Sq Ft)     Acquired     Renovated      06/30/04
-----------                                     -------     --------    -----------    ----------
                                                                             
Dorman Center - Phase I                           350,994      03/04      2003           27,610,000
  Spartanburg, SC

Eastwood Towne Center                             334,454      05/04      2002           46,750,000
  Lansing, MI

Eckerd Drug Store                                  13,440      06/04      2004                    -
  Columbia, SC

Eckerd Drug Store                                  13,824      06/04      2004                    -
  Crossville, TN

Eckerd Drug Store                                  13,824      12/03      2003            1,850,000
  Edmund, OK

Eckerd Drug Store                                  13,824      06/04      2004                    -
  Greer, SC

Eckerd Drug Store                                  13,824      06/04      2004                    -
  Kill Devil Hills, NC

Eckerd Drug Store                                  13,824      12/03      2003            2,900,000
  Norman, OK

Fullerton Metrocenter                             242,080      06/04      1988                    -
  Fullerton, CA

Heritage Towne Crossing                            80,574      03/04      2002            8,950,000
  Euless, TX

Hickory Ridge                                     380,487      01/04      1999           23,650,000
  Hickory, NC

Huebner Oaks Center                               286,738      06/04      1998           48,000,000
  San Antonio, TX

John's Creek Village                              191,475      06/04      2004                    -
  Duluth, GA

La Plaza Del Norte                                320,362      01/04   1996/1999         32,528,000
  San Antonio, TX

Lakewood Towne Center                             577,863      06/04   1988/2003         51,260,000
  Lakewood, WA

Larkspur Landing                                  173,814      01/04   1978/2001         33,630,000
  Larkspur, CA


                                      -132-




                                                 Gross                                 Amount of
                                                Leasable                               Mortgages
                                                  Area        Date      Year Built/    Payable at
Property                                        (Sq Ft)     Acquired     Renovated      06/30/04
-----------                                     -------     --------    -----------    ----------
                                                                             
Low Country Village                                76,376      06/04      2004                    -
  Bluffton, SC

MacArthur Crossing                                110,975      02/04      1996           12,700,000
  Los Colinas, TX

Metro Square Center                                61,817      01/04      1999            6,067,183
  Severn, MD

Newnan Crossing I & II                            291,833    12/03 &   1999/2003         21,543,091
  Newnan, GA                                                   03/04

Northgate North                                   302,744      06/04      2004                    -
  Seattle, WA

Northpointe Plaza                                 378,890      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                          141,167      04/04      2004           11,050,000
  Charleston, SC

Paradise Valley Marketplace                        92,164      04/04      2002           15,680,500
  Phoenix, AZ

Pavilion at King's Grant                           79,009      12/03      2003            5,342,000
  Concord, NC

Peoria Crossings                                  213,733      03/04      2003           20,497,400
  Peoria, AZ

Pine Ridge Plaza                                  230,493      06/04   1998/2004                  -
  Lawrence, KS

Plaza Santa Fe II                                 222,411      06/04   2000/2002         17,551,721
  Santa Fe, NM

Promenade at Red Cliff                             94,936      02/04      1997           10,590,000
  St. George, UT

Shaw's Supermarket                                 65,658      12/03      1995            6,450,000
  New Britain, CT


                                      -133-




                                                 Gross                                 Amount of
                                                Leasable                               Mortgages
                                                  Area        Date      Year Built/    Payable at
Property                                        (Sq Ft)     Acquired     Renovated      06/30/04
-----------                                     -------     --------    -----------    ----------
                                                                         
Shops at Park Place                               116,300      10/03        2001         13,127,000
  Plano, TX

Shoppes of Prominence Point                        88,058      06/04        2004                  -
  Canton, GA

Stony Creek Market Place                          153,803      12/03        2003         14,162,000
  Noblesville, IN

Watauga Pavilion                                  205,740      05/04        2004         17,100,000
                                              -----------                            --------------
  Watauga, TX

Total                                           7,143,674                            $  588,631,295
                                              ===========                            ==============



The square footage for Arvada Connection, Darien Towne Centre, Davis Towne
Crossing, Eastwood Towne Center, Heritage Towne Crossing, Hickory Ridge, Huebner
Oaks Center, John's Creek Village, MacArthur Crossing, 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 and Stony Creek
Market Place includes 2,240, 6,371, 4,000, 24,110, 7,246, 70,127, 8,036, 10,555,
6,500, 6,650, 18,719, 31,280, 10,908, 65,000, 84,676, 3,822 and 8,000
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
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 June 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

                                      -134-


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. 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 Statement of Financial Accounting Standards
No. 144 or 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.


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, 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 141 and SFAS 142 resulted in the recognition upon
acquisition of additional intangible assets and liabilities relating to our real
estate acquisitions during the quarter ended June 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 $475,574 was applied as a reduction to rental income
for the three months ended June 30, 2004 and $813,177 for the six months ended
June 30, 2004. Amortization pertaining to the below market lease costs of
$545,784 was applied as an increase to rental income for the three months ended
June 30, 2004 and $902,613 for the six months ended June 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 June 30, 2004:




                                July 1, 2004
                                   through
                                December 31,
Amortization of:                    2004          2005         2006         2007         2008       Thereafter
                                    ----          ----         ----         ----         ----       ----------
                                                                                  
Acquired above
  market lease costs         $     (1,469,181)  (2,938,359)  (2,885,842)  (2,119,421)  (1,980,185)  (12,903,389)

Acquired below
  market lease costs                2,823,964    5,471,188    5,065,985    4,646,973    4,096,500    27,155,016
                             ----------------------------------------------------------------------------------

Net rental income
  increase                   $      1,354,783    2,532,829    2,180,143    2,527,552    2,116,315    14,251,627
                             ==================================================================================

Acquired in-place lease
  intangibles                $     (4,842,059)  (9,684,122)  (9,684,122)  (9,684,122)  (9,684,122)  (50,916,901)



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
$1,495,955 for the

                                      -135-


three months ended June 30, 2004 and $2,293,994 for the six months ended June
30, 2004. The table above presents the amortization during the next five years
related to acquired in-place lease costs for properties owned at June 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 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 second quarter of 2004, we entered into treasury contracts with a
futures commission merchant with a total notional amount of $95.0 million with
yields ranging from 3.85% for 5 year treasury contracts to 4.63% for 10 year
treasury contracts and maturities at various dates in 2004. The amount required
to be on deposit at June 30, 2004 for these treasury contracts had a cost basis
and liquidation value of $2,137,000 and $789,000, respectively. As these
treasury contracts are not offsetting future commitments and therefore do not
qualify as hedges, the net loss of approximately $1,348,000 at June 30, 2004 is
recognized currently in earnings and is included in interest expense in the
Consolidated Statement of Operations.


LIQUIDITY AND CAPITAL RESOURCES


GENERAL.


Our principal demands for funds have been for property acquisitions, for the
payment of operating expenses and dividends, 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 advisor

                                      -136-


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 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, (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 June 30, 2004, subscriptions for a total of 85,098,440 shares
had been received from the public, which include the 20,000 shares issued to the
advisor and 748,245 shares distributed pursuant to the DRP as of June 30, 2004.
As a result of such sales, we received a total of $850,239,770 of gross offering
proceeds as of June 30, 2004.


MORTGAGE DEBT. As of June 30, 2004 we have obtained mortgage debt on thirty-one
properties totaling $588,631,295. 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 4.77% 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 July 1, 2004 through July 31, 2004 we obtained mortgage
financing on properties that we purchased during 2004 totaling approximately
$204,300,000 that require monthly payments of interest only and bear interest at
a range of 4.13% to 5.10% per annum or LIBOR plus 113 to 200 basis points.


From January 1, 2004 through July 31, 2004, we entered into numerous 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 February 9, 2004, we entered into an agreement with Bear Stearns Commercial
Mortgage, Inc. We 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 in principal, all of which
has been applied to closed mortgage fundings.


On March 5, 2004 and March 11, 2004, we entered into two separate rate lock
agreements with Principal Life Insurance Company. We paid a rate lock deposit of
$500,000 for each agreement to lock the interest rate at 4.13% and 4.09%,
respectively, for a period of 120 days. Each rate lock is on $50,000,000 in
principal, all of which has been applied to closed mortgage fundings.

                                      -137-


On May 18, 2004, we entered into a rate lock agreement with Allstate
Investments, LLC. We paid a rate lock deposit of $750,000 to lock the interest
rate at 5.05% for a period of 120 days on $75,000,000 in principal. Of this
amount, $16,362,500 has been applied to closed mortgage fundings, with the
remainder allocated to new or pending acquisitions.


On June 2, 2004, we entered into a rate lock agreement with Bear Stearns
Commercial Mortgage, Inc. We paid a rate lock deposit of $4,000,000 to lock the
interest rate at 5.12% for a period of 90 days on $200,000,000 in principal,
$196,000,000 of which has been allocated to new or pending acquisitions.


On June 3, 2004, we entered into a rate lock agreement with KeyBank National
Association. We paid a rate lock deposit of $1,000,000 to lock the interest rate
at 4.995% for a period of 90 days on $100,000,000 in principal, all of which has
been allocated to new or pending acquisitions.


On June 3, 2004, we entered into a rate lock agreement with Allstate
Investments, LLC. We paid a rate lock deposit of $500,000 to lock the interest
rate at 4.91% for a period of 120 days on $50,000,000 in principal, all of which
has been allocated to new or pending acquisitions.


On June 25, 2004, we entered into a rate lock agreement with Principal Real
Estate Investors, LLC. We paid a rate lock deposit of $600,000 to lock the
interest rate at 4.48% for a period of 120 days on $60,000,000 in principal, all
of which has been allocated to new or pending acquisitions.


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. Collectively,
$35,000,000 has been 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.


LINE OF CREDIT. On February 6, 2004, we increased our unsecured line of credit
arrangement with KeyBank N.A. to $225,000,000 from $150,000,000. 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 requires
interest only payments monthly at the rate equal to the London InterBank Offered
Rate or LIBOR plus 175 basis points which ranged from 2.875% to 3.125% during
the quarter ended June 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 with drawn from the cash collateral account as our properties are
purchased without debt. As of June 30, 2004, we were in compliance with such
covenants and $20,448,822 was deposited in the cash collateral account. The
outstanding balance on the line of credit was $110,000,000 as of June 30, 2004
at a weighted average interest rate of 3.01% per annum.


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 June 30, 2004, we issued 748,245 shares pursuant to the
DRP for an aggregate amount of $7,108,326.

                                      -138-


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 June 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 six months ended June 30, 2004, we closed on mortgage debt with a
principal amount of $559,004,295. At June 30, 2004, the weighted average cost of
mortgage funds was approximately 4.30%. $507,744,295 of these mortgage loans are
fixed-rate loans that bear interest at a rate between 3.96% and 6.20% per annum.
The remaining $51,260,000 represents variable-rate loans with a weighted average
interest rate of 2.84% per annum at June 30, 2004.


With the exception of the mortgage loan on Plaza Santa Fe II, all of the loans
closed during the six months ended June 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.


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 the
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 $15,697,000 for
the six month period ended June 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 $1,148,663,000 for
the six month period ended June 30, 2004 which were primarily used for the
acquisition of 34 properties for approximately $1,090,426,000.

                                      -139-


As of July 31, 2004, we had approximately $200,000,000 available for investment
in additional properties. As of July 31, 2004 we are considering the acquisition
of approximately $501,000,000 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 $1,195,482,000 for
the six month period ended June 30, 2004. We generated proceeds from the sale of
shares, net of offering costs paid, of approximately $593,471,000. We generated
approximately $541,453,000 from the issuance of new mortgages secured by 29 of
our properties and $105,000,000 from funding on the line of credit. We paid
approximately $10,154,000 for loan fees and approximately $13,255,000 in
distributions to our stockholders for the six months ended June 30, 2004. The
sponsor has agreed to advance us amounts to pay a portion of these distributions
until funds from operations are adequate to cover distributions.


Given the current size of our offering, as of July 31, 2004, we could raise
approximately $1.5 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 ADVISOR As of June 30, 2004, we had
incurred $93,674,110 of offering costs, of which $70,096,693 was paid or accrued
to affiliates. In accordance with the terms of our 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 gross offering proceeds
or all organization and offering expenses (including selling commissions) which
together exceed 15% of gross offering proceeds. As of June 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 the
advisor.


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 us in connection with the offering. Such costs are offset against
the stockholders' equity accounts. Such costs totaled $70,096,693 as of June 30,
2004, of which $468,907 was unpaid at June 30, 2004.


The advisor and its affiliates are entitled to reimbursement for general and
administrative expenses 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 six months ended June 30, 2004, we incurred
$637,359 of these costs, of which $218,000 remained unpaid as of June 30, 2004.


An affiliate of the 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 $21,276 for the six months ended June 30, 2004.

                                      -140-


The advisor contributed $200,000 to our capital for which it received 20,000
shares.


We use the services of an affiliate of the 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 six months ended June 30, 2004, we paid loan fees totaling $1,122,042 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 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 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 six months ended June 30, 2004,
we neither paid nor accrued such fees because the advisor agreed to forego such
fees for the first and second quarters of 2004.


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. We
incurred property management fees of $1,154,272 for the six months ended June
30, 2004. None remained unpaid as of June 30, 2004.


We established a discount stock purchase policy for our affiliates and
affiliates of the 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 510,839 shares to affiliates and recognized an expense
related to these discounts of $336,129 for the six months ended June 30, 2004.


As of June 30, 2004 we were due funds from our affiliate in the amount of
$1,553,689, $1,551,739 of which is due from our sponsor for reimbursement of a
portion of the distributions paid by us during 2004. The remaining $1,950 is due
from an affiliate for costs paid on their behalf by the Company. The sponsor has
agreed to advance to us amounts to pay a portion of distributions to our
stockholders until funds from operations are adequate 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. As of June 30, 2004 we owe
funds to the sponsor in the amount of $1,253,477 for repayment of the funds
advanced for payment of distributions.

                                      -141-


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 June 30, 2004.




                              Payments due by period
                              ----------------------
                                                 Less than                                  More than
Contractual Obligations           Total           1 year       1-3 years     3-5 years       5 years
-----------------------       ---------------  -------------  -----------  -------------  -------------
                                                                             
Long-Term Debt                $  588,631,295               -    7,260,000    298,839,074    282,532,221
Line of Credit                   110,000,000     110,000,000            -              -              -



CONTRACTS AND COMMITMENTS


The purchase and sale contract for Pavilion at King's Grant, provides that if
anytime during the period 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 we would be obligated to pay the seller
additional funds related to the purchase based on 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 pad site within 48 months after the closing
date of December 8, 2003, which was included in the purchase of the property. 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, once construction has been completed and a major tenant has moved
in and commenced payment of rent, with the additional purchase price based on an
agreed upon income capitalization formula. In connection with the purchase of
Arvada Connection and Arvada Marketplace, we are obligated to purchase a parcel
of the shopping center that may be redeveloped by the seller within the next
three years. If the seller does not redevelop the parcel by the end of the
redevelopment period, then we are obligated to purchase the parcel for $750,000.
In connection with the purchase of Eastwood Town 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 anchor's commencement of operations. In connection
with the purchase of Watauga Pavilion, we are obligated to pay the remaining
purchase price of $2,146,000 once a major has moved in and commenced payment of
rent. In connection with the purchase of John's Creek Village, we are obligated
to pay the remaining purchase price of $13,385,390 once the remaining vacancies
have been leased and the respective tenants have moved in and commenced payment
of rent. We have not reserved any funds for these contingencies.


In connection with the purchase of Dorman Center, we were obligated to purchase
a portion of the shopping center that was 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 on an
agreed upon income capitalization formula. As part of the commitment to purchase
this remaining portion of the shopping center, we had deposited one million
dollars of earnest money with the seller. In addition, 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 purchased
the remaining portion of Dorman Center, and met certain occupancy requirements
the letter of credit will be released. On July 16, 2004, we purchased the
remaining portion of Dorman Center and the irrevocable letter of credit is still
outstanding as the occupancy requirements had not been met as of July 31, 2004.


In connection with the purchase of Low Country Village, we were 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 on an agreed upon income capitalization formula. As part of the commitment
to purchase this remaining portion of the shopping center, we had deposited
$300,000 of earnest money with an escrow agent. In addition we are obligated to
pay the remaining purchase price on the first phase based on an income
capitalization formula not to exceed $1,355,096 once the remaining vacancies
have been leased and the

                                      -142-


respective tenants have moved in and commenced payment of rent. In connection
with the note receivable related to Pacheco Pass, when the note is repaid, we
are obligated to purchase the property for $24,000,000.


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 June 30, 2004, the remaining liability after
disbursements was $1,375,521.


Subsequent to June 30, 2004, we purchased 14 properties for a purchase price of
approximately $342,000,000. In addition, we are currently considering acquiring
13 properties for an estimated purchase price of $501,000,000. 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 June 30, 2004 and for the three and six months ended June 30,
2004.




                                        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             797,490     $    127,195,469
               March 31, 2004               11           2,126,152     $    384,052,586
               June 30, 2004                23           4,220,032     $    713,925,077
                                       ------------------------------------------------

               Total                        42           7,143,674     $  1,225,173,132
                                       ================================================



RENTAL INCOME, REAL ESTATE TAX RECOVERY, COMMON AREA COST RECOVERY AND
ADDITIONAL RENTAL INCOME. Rental income consists of basic monthly rent and
percentage rental income due pursuant to tenant leases. Real estate tax
recovery, common area cost recovery and additional rental income consist of
property operating expenses recovered from the tenants including real estate
taxes, property management fees and insurance. Rental income was $22,885,718 and
all additional rental income was $6,094,809 for the six months ended June 30,
2004.


INTEREST INCOME. Interest income consists primarily of interest earned from
short term investments that are held by us. Interest income was $456,462 for the
six month period ended June 30, 2004. This results primarily from interest
earned on cash for the six months ended June 30, 2004.


PROFESSIONAL SERVICES. Professional services consist of fees to accountants and
lawyers. Professional services expense was $156,130 for the six months ended
June 30, 2004. This results from professional services required as the business
and investor base grows. Accounting fees comprise the majority of the
professional services expense.


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, and printer costs. These expenses were
$1,158,137 for the six months ended June 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

                                      -143-


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 $6,664,346 for the six months ended June 30,
2004.


INTEREST. Interest was $8,357,449 for the six months ended June 30, 2004 and is
due to the financing on 31 properties as of June 30, 2004 and funds drawn during
the first quarter of 2004 on the line of credit.


DEPRECIATION. Depreciation expense was $7,493,738 and is due to depreciation on
the properties owned during the six months ended June 30, 2004.


AMORTIZATION. Amortization expense was $2,934,613 and is due to the application
of SFAS 141 and SFAS 142 resulting in the amortization of intangible assets of
approximately $97 million and loan fees of $4 million during the six months
ended June 30, 2004.


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 capitalization strategy. FFO is calculated as follows:




                                                             Six months
                                                                ended
                                                            June 30, 2004
                                                         -------------------
                                                      
     Net income                                          $         2,147,141
     Depreciation and amortization related to
       investment properties                                       9,788,099
                                                         -------------------
     Funds from operations (1)                           $        11,935,240
                                                         ===================



(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 June 30, 2004 and December 31,
2003. The weighted average gross leasable area occupied at June 30, 2004 and
December 31, 2003 was 92% and 98%, respectively. N/A indicates the property was
not owned by us at the end of the period.

                                      -144-




                                                               June 30, 2004           December 31, 2003
                                                               -------------           -----------------
                                                              GLA                         GLA
Properties:                                                 Occupied       (%)          Occupied      (%)
-----------                                                 --------       ---          --------      ---
                                                                                          
Alison's Corner, San Antonio, TX                              55,066       100               N/A      N/A
Arvada Connection and Marketplace, Arvada, CO                340,859        95               N/A      N/A
Best on the Boulevard, Las Vegas, NV                         156,756        77               N/A      N/A
Bluebonnet Parc, Baton Rouge, LA                             120,289        89               N/A      N/A
CorWest Plaza, New Britain, CT                               114,023        99               N/A      N/A
Darien Towne Centre, Darien, IL                              210,010        94           212,682       95
Davis Towne Crossing, North Richland Hills, TX                34,131        83               N/A      N/A
Dorman Center - Phase I, Spartanburg, SC                     342,494        98               N/A      N/A
Eastwood Towne Center, Lansing, MI                           324,020        97               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
Fullerton Metrocenter, Fullerton, CA                         225,040        93               N/A      N/A
Heritage Towne Crossing, Euless, TX                           68,811        85               N/A      N/A
Hickory Ridge, Hickory, NC                                   380,487       100               N/A      N/A
Huebner Oaks Center, San Antonio, TX                         277,461        97               N/A      N/A
John's Creek Village, Duluth, GA                             140,930        71               N/A      N/A
La Plaza Del Norte, San Antonio, TX                          304,540        95               N/A      N/A
Lakewood Towne Center, Lakewood, WA                          544,926        94               N/A      N/A
Larkspur Landing, Larkspur, CA                               154,067        88               N/A      N/A
Low Country Village, Bluffton, SC                             70,598        92               N/A      N/A
MacArthur Crossing, Los Colinas, TX                          104,935        95               N/A      N/A
Metro Square Center, Severn, MD                               61,817       100               N/A      N/A
Newnan Crossing, Newnan, GA                                  288,055        99           127,260       97
Northpointe Plaza, Seattle, WA                               375,324        99               N/A      N/A
North Ranch Pavilions, Thousand Oaks, CA                      55,928        89               N/A      N/A
North Rivers Town Center, Charleston, SC                     141,167       100               N/A      N/A
Northgate North, Seattle, WA                                 282,595        93               N/A      N/A
Paradise Valley Marketplace, Phoenix, AZ                      80,535        87               N/A      N/A
Pavilion at King's Grant, Concord, NC                         79,009       100            79,009      100
Peoria Crossings, Peoria, AZ                                 209,123        98               N/A      N/A
Pine Ridge Plaza, Lawrence, KS                               230,493       100               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                        87,109        92               N/A      N/A
Shaw's Supermarket, New Britain, CT                           65,658       100            65,658      100
Shops at Park Place, Plano, TX                               116,300       100           116,300      100
Shoppes of Prominence Point, Canton, GA                       74,208        84               N/A      N/A
Stony Creek Market Place, Noblesville, IN                    153,803       100           150,727       98
Watauga Pavilion, Watauga, TX                                180,941        88               N/A      N/A
                                                         -----------                   ---------
                                                           6,751,397                     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 and Bluebonnet Parc, 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 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 June 30, 2004.

                                      -145-


SUBSEQUENT EVENTS


We paid distributions of $4,317,876 to our stockholders in July 2004.


We issued 15,834,545 shares of common stock from July 1, 2004 through July 31,
2004, resulting in a total of 100,932,985 shares of common stock outstanding. As
of July 31, 2004, subscriptions for a total of 99,943,622 shares were received
resulting in total gross offering proceeds of $999,357,068 and an additional
992,862 shares were issued pursuant to the DRP for $9,432,194 of additional
gross proceeds.


On July 12, 2004, the sponsor repaid a portion of its payable to us in the
amount of $298,262.


We have acquired the following properties during the period July 1 to July 31,
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
          --------                 --------          -----         ---            ---------          -------------
                                                                                 
             07/01/04  Shoppes at Boardwalk          2003/         36,642,049          122,413  Borders Books
                                                      2004

             07/02/04  Shoppes of Dallas             2004          13,052,126           70,610  Publix

             07/13/04  Wilshire Plaza III            2004           5,750,000           88,248  Kohl's

             07/14/04  Cranberry Square             1996-          20,219,563          195,566  Dick's Sporting Goods
                                                    1997                                        Toys R Us
                                                                                                Best Buy
                                                                                                Barnes & Noble
                                                                                                Office Max

             07/16/04  Dorman Center Phase II        2004           7,081,662           37,200  Shoe Carnival


             07/19/04  Tollgate Marketplace          1977/         72,300,000          393,395  Giant Food
                                                      1994                                      JoAnn Fabrics
                                                                                                Circuit City
                                                                                                Toys R Us

             07/21/04  Gateway Plaza                 2000          33,025,276          358,193  Kohl's

             07/21/04  Gateway Village               1996          49,513,455          273,904  Safeway
                                                                                                Burlington Coat Factory
                                                                                                Best Buy

             07/21/04  Towson Circle                 1988          28,450,000          116,954  Barnes & Noble
                                                                                                Bally Fitness

             07/21/04  Wal-Mart Supercenter          2004          12,935,000          183,211  Walmart SuperCenter

             07/22/04  Wrangler Company Western      1993          18,476,792          316,800  Wrangler
                       Headquarters

             07/26/04  Plaza at Marysville           1995          21,266,000          115,656  Safeway

             07/27/04  Forks Town Center             2002          18,198,701           87,560  Giant Foods

             07/30/04  Academy Sports                2004           5,250,000           60,001  Academy Sports


                                      -146-


The mortgage debt and financings obtained during the period July 1, 2004 to July
31, 2004, are detailed in the list below.




             DATE                                                              MATURITY     PRINCIPAL BORROWED
            FUNDED          MORTGAGE PAYABLE        ANNUAL INTEREST RATE         DATE              ($)
          -----------------------------------------------------------------------------------------------------
                                                                                         
          07/02/04    John's Creek Village                  5.100%             08/01/09              23,300,000

          07/02/04    Shoppes at Boardwalk                  4.130%             07/01/09              20,150,000

          07/09/04    Fullerton Metrocenter                  5.09%             08/01/09              28,050,000

          07/14/04    Northgate North                        4.60%             07/01/08              26,650,000

          07/16/04    Cranberry Square                      4.975%             08/01/09              10,900,000

          07/21/04    Gateway Village                    LIBOR + 1.13%         07/01/09              27,233,000
                                                         LIBOR + 2.00%         08/01/05               4,225,000

          07/21/04    Tollgate Marketplace               LIBOR + 1.20%         06/01/09              39,765,000

          07/21/04    Towson Circle                          5.10%             07/01/09              15,647,500
                                                         LIBOR + 2.00%         08/01/05               3,550,000

          07/21/04    Eckerds Drug Stores (4)               5.275%             08/01/09               6,800,000

          07/26/04    Wrangler Company Western
                      Headquarters                          5.090%             08/01/09              11,300,000

          07/27/04    Pine Ridge Plaza                      5.085%             08/01/09              14,700,000

          07/30/04    Plaza at Marysville                   5.085%             08/01/09              11,800,000



We are currently considering acquiring 13 properties for an estimated purchase
price of $501,000,000. 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
information prior to purchasing the property. For further information on
these potential property acquisitions and financings see "Real Property
Investments" included elsewhere in this post-effective amendment.


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 June 30, 2004, we owned seven 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

                                      -147-


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 second quarter 2004, the Company entered into derivative financial
instruments ("treasury contracts") to offset exposures to increases in interest
rates with a notional amount of $95.0 million with yields ranging from 3.85% for
5 year treasury contracts to 4.63% for 10 year treasury contracts and maturities
at various dates in 2004. Amounts required to be on deposit at June 30, 2004 for
these treasury contracts had a cost basis and liquidation value of $2,137,000
and $789,000, respectively. Therefore, the Company recognized a net loss on
these treasury contracts of about $1,348,000 at June 30, 2004. To offset the net
loss recognized on these 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 $410,000,000 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 will have the effect of smoothing out interest rate
fluctuations, the result may be to reduce the overall returns on your
investment.


The fair value of our debt approximates its carrying amount as of June 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)                                          -             -           -          -    $ 19,577,000    $  517,794,295
  Variable rate debt (including
    line of credit)                    $  110,000,000     7,260,000           -          -               -        44,000,000

Average interest rate on debt:
  Fixed rate debt (mortgage
    loans)                                          -             -           -          -            4.70%             4.43%
  Variable rate debt (including
    line of credit)                              3.01%         3.83%          -          -               -              2.68%



We have $161,260,000 of variable rate interest averaging 2.96% as of June 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
June 30, 2004, interest expense increases by $1,612,600 on an annual basis.



                                      -148-







                              PLAN OF DISTRIBUTION

THE FOLLOWING NEW SUBSECTION IS INSERTED AT THE END OF THIS SECTION ON PAGE 148
OUR PROSPECTUS.

UPDATE

The following table updates shares sold in our offering as of September 10,
2004:




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

Our offering dated September 15, 2003:              129,554,811    1,295,468,121       135,336,564    1,160,131,557

Shares sold pursuant to our distribution
reinvestment program                                  1,636,007       15,542,066                 -       15,542,066
                                               --------------------------------------------------------------------

                                                    131,210,818    1,311,210,187       135,336,564    1,175,873,623
                                               ====================================================================


(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.


On September 8, 2004, we filed a registration statement on Form S-11 to
register an additional 250,000,000 shares of Common Stock and up to
20,000,000 shares of our common stock for participants in our distribution
reinvestment and share repurchase program. The registration statement has not
been declared effective by the Securities and Exchange Commission, and there
are no assurance when and if it will be declared effective.


VOLUME DISCOUNTS

THE DISCUSSION UNDER THIS SECTION, WHICH STARTS ON PAGE 152 OF OUR PROSPECTUS,
IS CHANGED IN FULL AND SUPPLEMENTED BY THE FOLLOWING:

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 Selling           Amount of Purchaser's Investment           Maximum
                                 --------------------------------         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                 more than            1%
                                                         $ 10,000,000


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.

                                      -149-


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
decision are made by the same person. If the investment decisions are made by in
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 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.

                                HOW TO SUBSCRIBE

THE FIRST SENTENCE OF THE THIRD BULLET POINT ON PAGE 157, UNDER THIS HEADING, IS
MODIFIED TO READ AS FOLLOWS:

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.

                     RELATIONSHIPS AND RELATED TRANSACTIONS


SUBORDINATED PAYMENTS


THE DISCUSSION UNDER THIS SECTION WHICH STARTS ON PAGE 170 OF OUR PROSPECTUS IS
MODIFIED AND SUPPLEMENTED BY THE FOLLOWING:




    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 advisor.         of not more than 1% of our average assets.        depend upon the sale price of our
                                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 advisor, the
                                total value of our loans receivables secured      advisor asset management fee will
                                by real estate, before reserves for               cease.
                                depreciation or bad debts or other similar
                                non-cash reserves.  We will


                                      -150-



                                                                            
                                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
                                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
                                    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.


                                     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 income and          -   the historical summary of gross income and
         direct operating expenses of Shops at Park              direct operating expenses of Peoria Crossing
         Place for the year ended December 31, 2002,             for the year ended December 31, 2003,

     -   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 Dorman Centre
         December 31, 2003 and the related                       for the year ended December 31, 2003,
         consolidated 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 Darien Towne               direct operating expenses of Heritage Towne
         Center for the year ended December 31, 2002,            Crossing for 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 Paradise Valley
         Properties Acquired from Thomas Enterprises             Marketplace 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 Hickory Ridge              direct operating expenses of Best on the
         for 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 CorWest Plaza              direct operating expenses of Bluebonnet Parc
         for the period from May 29, 2003 through                for 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 Metro Square               direct operating expenses of North Rivers
         Center (SuperValue) for the year ended                  Town Center for the period of October 1,
         December 31, 2003,                                      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 Larkspur                   direct operating expenses of Arvada
         Landing for the year ended December 31,                 Marketplace and Connection for the year
         2003,                                                   ended December 31, 2003,

     -   the historical summary of gross income and          -   the historical summary of gross income and
         direct operating expenses of North Ranch                direct operating expenses of Eastwood Town
         Pavilion for the year ended December 31, 2003,          Center for the year ended December 31, 2003,



                                      -151-



                                                          
     -   the historical summary of gross income and          -   the historical summary of gross income and
         direct operating expenses of La Plaza Del               direct operating expenses of Watauga
         Norte for the year ended December 31, 2003,             Pavilion for the period of August 15, 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 MacArthur                  direct operating expenses of Northpointe
         Crossing for the year ended December 31,                Plaza 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 Promenade at               direct operating expenses of Plaza
         Red Cliff for the year ended December 31,               Santa Fe II for the year ended December 31,
         2003,                                                   2003,

     -   the historical summary of gross income and          -   and the historical summary of gross income
         direct operating expenses of Huebner Oaks               and direct operating expenses of Pine Ridge
         Center for the year ended December 31, 2003,            Plaza 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 balance sheet of Inland Western Retail          -   the historical summary of gross income and
         Real Estate Trust, Inc. as of June 30, 2003             direct operating expenses of Peoria Station
                                                                 for the year ended December 31, 2002,

     -   the historical summary of gross income and          -   the historical summary of gross income and
         direct operating expenses of John's Creek               direct operating expenses of Lakewood Town
         Village for the period from September 21,               Center for the year ended December 31, 2003,
         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 Fullerton                  direct operating expenses of Davis Towne
         Metrocenter for the year ended December 31,             Crossing for the period from July 18, 2003
         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 Northgate North            direct operating expenses of Cranberry
         for the year ended December 31, 2003,                   Square 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 Gateway Plaza              direct operating expenses of Safeway Plaza
         Shopping Center for the year ended                      at Marysville for the year ended December 31,
         December 31, 2003,                                      2003,

     -   the historical summary of gross income and          -   the historical summary of gross income and
         direct operating expenses of Forks Town                 direct operating expenses of The Shops at
         Center for the year ended December 31, 2003,            Boardwalk for the period from May 30, 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 Manchester                 income and direct operating expenses of the
         Meadows for the year ended December 31, 2003,           Properties owned by Capital Centre, LLC,
                                                                 Gateway Village Limited Partnership, Bel Air
                                                                 Square Joint Venture, Towson Circle Joint
                                                                 Venture LLP, and


                                      -152-



                                                          
                                                                 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 Governor's                 direct operating expenses of Mitchell Ranch
         Marketplace for the year ended December 31,             Plaza for the period from June 30, 2003
         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 The Columns for            direct operating expenses of Saucon Valley
         the period from October 8, 2003 (commencement           Square for the year ended December 31, 2003,
         of operations) to December 31, 2003,

                                                             -   and the historical summary of gross income
                                                                 and direct operating expenses of Lincoln
                                                                 Park for the year ended December 31, 2003.


                                      -153-


                                   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. 5 to Form
S-11 Registration Statement filed with the Securities and Exchange Commission on
September 15, 2004. 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
 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%
                                             ===============


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


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

Consolidated Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003
  (audited)                                                                          F-1

Consolidated Statements of Operations for the three and six months ended June        F-3
  30, 2004, three months ended June 30, 2003, and the period from March 5, 2003
  (inception) through June 30, 2003 (unaudited)

Consolidated Statement of Stockholders' Equity for the six month period ended        F-4
  June 30, 2004 (unaudited)

Consolidated Statements of Cash Flows for six months ended June 30, 2004, and        F-5
  the period from March 5, 2003 (inception) to June 30, 2003 (unaudited)

Notes to Consolidated Financial Statements (unaudited)                               F-7

Pro Forma Consolidated Balance Sheet (unaudited) at June 30, 2004                    F-21

Notes to Pro Forma Consolidated Balance Sheet (unaudited) at June 30, 2004           F-23

Pro Forma Consolidated Statement of Operations (unaudited) for the six months        F-25
ended June 30, 2004

Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the six      F-27
months ended June 30, 2004

Pro Forma Consolidated Statements of Operations (unaudited) for the year ended       F-30
December 31, 2003

Notes to Pro Forma Consolidated Statements of Operations (unaudited) for             F-32
December 31, 2003

JOHN'S CREEK VILLAGE:

(a) Report of Independent Registered Public Accounting Firm                          F-36

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-37
     period from September 21, 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        F-38
     for the period from September 21, 2003 (commencement of operations) to
     December 31, 2003 and the six months ended June 30, 2004 (unaudited)

LAKEWOOD TOWN CENTER

(a) Report of Independent Registered Public Accounting Firm                          F-40

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-41
     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        F-42
     for the year ended December 31, 2003 and the six months ended June 30, 2004
     (unaudited)


                                       F-i




                                                                                     PAGE
                                                                                  
FULLERTON METROCENTER:

(a) Report of Independent Registered Public Accounting Firm                          F-44

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-45
    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        F-46
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

DAVIS TOWNE CROSSING:

(a) Report of Independent Registered Public Accounting Firm                          F-48

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-49
    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        F-50
    for the period from July 18, 2003 (commencement of operations) to December
    31, 2003 and the six months ended June 30, 2004 (unaudited)

NORTHGATE NORTH:

(a) Report of Independent Registered Public Accounting Firm                          F-52

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-53
    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        F-54
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

CRANBERRY SQUARE:

(a) Report of Independent Registered Public Accounting Firm                          F-56

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-57
    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        F-58
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

GATEWAY PLAZA SHOPPING CENTER:

(a) Report of Independent Registered Public Accounting Firm                          F-60

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-61
    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        F-62
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)


                                      F-ii




                                                                                     PAGE
                                                                                  
SAFEWAY PLAZA AT MARYSVILLE:

(a) Report of Independent Registered Public Accounting Firm                          F-64

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-65
    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        F-66
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

FORKS TOWN CENTER:

(a) Report of Independent Registered Public Accounting Firm                          F-68

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-69
    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        F-70
    for the year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
       VENTURE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA HOLDINGS,
       LLC:

(a) Report of Independent Registered Public Accounting Firm                          F-72

(b) Combined Historical Summary of Gross Income and Direct Operating Expenses        F-73
    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              F-74
    Operating Expenses for the year ended December 31, 2003 and the six months
    ended June 30, 2004 (unaudited)

THE SHOPS AT BOARDWALK:

(a) Report of Independent Registered Public Accounting Firm                          F-77

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-78
    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             F-79
    Expenses for the period from May 30, 2003 (commencement of operations) to
    December 31, 2003 and the six months ended June 30, 2004 (unaudited)

MANCHESTER MEADOWS:

(a) Report of Independent Registered Public Accounting Firm                          F-81

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-82
    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             F-83
    Expenses for the year ended December 31, 2003 and the six months ended June
    30, 2004 (unaudited)


                                      F-iii




                                                                                     PAGE
                                                                                  
GOVERNOR'S MARKETPLACE:

(a) Report of Independent Registered Public Accounting Firm                          F-85

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-86
    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             F-87
    Expenses for the year ended December 31, 2003 and the six months ended June
    30, 2004 (unaudited)

MITCHELL RANCH PLAZA:

(a) Report of Independent Registered Public Accounting Firm                          F-89

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-90
    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             F-91
    Expenses for the period from June 30, 2003 (commencement of operations) to
    December 31, 2003 and the six months ended June 30, 2004 (unaudited)

THE COLUMNS:

(a) Report of Independent Registered Public Accounting Firm                          F-93

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-94
    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             F-95
    Expenses for the period from October 8, 2003 (commencement of operations) to
    December 31, 2003 and the six months ended June 30, 2004 (unaudited)

SAUCON VALLEY SQUARE:

(a) Report of Independent Registered Public Accounting Firm                          F-97

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-98
    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             F-99
    Expenses for the year ended December 31, 2003 and the six months ended June
    30, 2004 (unaudited)

LINCOLN PARK:

(a) Report of Independent Registered Public Accounting Firm                          F-101

(b) Historical Summary of Gross Income and Direct Operating Expenses for the         F-102
    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             F-103
    Expenses for the year ended December 31, 2003 and the six months ended June
    30, 2004 (unaudited)


                                      F-iv




                                                                                     PAGE
                                                                                  
SHOPPES AT PROMINENCE POINT:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-105
    period from March 1, 2004 (commencement of operations) to June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-106
    Expenses for the period from March 1, 2004 (commencement of operations) to
    June 30, 2004 (unaudited)

LOW COUNTRY VILLAGE:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-107
    period from February 1, 2004 (commencement of operations) to June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-108
    Expenses for the period from February 1, 2004 (commencement of operations)
    to June 30, 2004 (unaudited)

SHOPPES AT DALLAS:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-109
    period from March 1, 2004 (commencement of operations) to June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-110
    Expenses for the period from March 1, 2004 (commencement of operations) to
    June 30, 2004 (unaudited)

DORMAN CENTRE - PHASE II:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-111
    period from March 15, 2004 (commencement of operations) to June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-112
    Expenses for the period from March 15, 2004 (commencement of operations) to
    June 30, 2004 (unaudited)

VILLAGE SHOPPES AT SIMONTON:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-113
    period from May 1, 2004 (commencement of operations) to June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-114
    Expenses for the period from May 1, 2004 (commencement of operations) to
    June 30, 2004 (unaudited)

HARVEST TOWN CENTER:

(a) Historical Summary of Gross Income and Direct Operating Expenses for the         F-115
    year ended December 31, 2003 and the six months ended June 30, 2004
    (unaudited)

(b) Notes to the Historical Summary of Gross Income and Direct Operating             F-116
    Expenses for the year ended December 31, 2003 and the six months ended June
    30, 2004 (unaudited)


                                       F-v


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

                           Consolidated Balance Sheets

                       June 30, 2004 and December 31, 2003

                                     ASSETS



                                                                 June 30, 2004
                                                                  (unaudited)       December 31, 2003
                                                               -----------------    -----------------
                                                                              
Investment properties:
  Land                                                         $     271,843,244    $      36,280,244
  Building and other improvements                                    901,659,236           86,439,670
                                                               -----------------    -----------------

                                                                   1,173,502,480          122,719,914
  Less accumulated depreciation                                       (7,634,235)            (140,497)
                                                               -----------------    -----------------

Net investment properties                                          1,165,868,245          122,579,417

Cash and cash equivalents (including cash held by
  management company of $3,748,091 and $238,878
  as of June 30, 2004 and December 31, 2003,
  respectively)                                                      126,897,006           64,381,134
Restricted cash (Note 2)                                              40,445,609                    -
Investment in marketable securities                                    1,047,708                    -
Investment in treasury contracts                                         788,873
Restricted escrows                                                       643,085                    -
Accounts and rents receivable (net of allowance of
  $33,047 and $0 as of June 30, 2004 and December
  31, 2003, respectively)                                              6,292,894            1,147,551
Due from affiliates                                                    1,553,689              918,750
Note receivable                                                       15,600,975            7,552,155
Acquired in-place lease intangibles (net of
  accumulated amortization of $2,345,767 and $51,773
  as of June 30, 2004 and December 31, 2003,
  respectively)                                                       94,495,448            8,753,908
Acquired above market lease intangibles (net of
  accumulated amortization of $818,404 and $5,227
  as of June 30, 2004 and December 31, 2003,
  respectively)                                                       24,296,377            1,590,446
Loan fees (net of accumulated amortization of
  $665,087 and $24,835 as of June 30, 2004 and
  December 31, 2003, respectively)                                     3,474,737            1,434,160
Other assets                                                          51,021,601            3,744,642
                                                               -----------------    -----------------

Total assets                                                   $   1,532,426,247    $     212,102,163
                                                               =================    =================


          See accompanying notes to consolidated financial statements.

                                       F-1


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

                           Consolidated Balance Sheets
                                   (continued)

                       June 30, 2004 and December 31, 2003

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                 June 30, 2004
                                                                  (unaudited)       December 31, 2003
                                                               -----------------    -----------------
                                                                              
Liabilities:
Accounts payable                                               $       2,079,367    $         150,332
Accrued offering costs due to affiliates                                 468,907            1,369,366
Accrued interest payable                                               1,088,198                    -
Tenant improvements payable                                            2,042,004                4,845
Accrued real estate taxes                                              5,833,125            1,392,069
Distributions payable                                                  4,317,876              927,539
Security deposits                                                      1,271,174              108,189
Mortgages                                                            588,631,295           29,627,000
Line of credit                                                       110,000,000            5,000,000
Prepaid rental income and other liabilities                            2,435,385              178,676
Advances from sponsor                                                  1,253,477            1,202,519
Acquired below market lease intangibles (net of accumulated
  amortization of $917,999 and $15,386 as of June 30, 2004
  and December 31, 2003, respectively)                                49,259,626            5,910,413
Restricted cash liability (Note 2)                                    19,996,787                    -
Due to affiliates                                                        318,000            2,502,436
                                                               -----------------    -----------------

Total liabilities                                                    788,995,221           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, 85,098,440 and 18,737,141 shares issued and
  outstanding as of June 30, 2004 and December 31, 2003,
  respectively                                                            85,098               18,737
Additional paid-in capital (net of offering costs of
  $93,674,110 and $22,144,814 as of June 30, 2004 and
  December 31, 2003, respectively, of which $70,096,693 and
  $16,859,779 was paid or accrued to affiliates as of
  June 30, 2004 and December 31, 2003, respectively)                 759,254,752          165,168,650
Accumulated distributions in excess of net income/(loss)             (15,956,532)          (1,458,608)
Accumulated other comprehensive income                                    47,708                    -
                                                               -----------------    -----------------

Total stockholders' equity                                           743,431,026          163,728,779
                                                               -----------------    -----------------
Commitments and contingencies (Note 11)
Total liabilities and stockholders' equity                     $   1,532,426,247    $     212,102,163
                                                               =================    =================


          See accompanying notes to consolidated financial statements.

                                       F-2


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

                      Consolidated Statements of Operations

  For the three and six months ended June 30, 2004, three months ended June 30,
    2003 and the period from March 5, 2003 (inception) through June 30, 2003
                                   (unaudited)



                                                                                           Period from
                                                                                          March 5, 2003
                                         Three months    Three months      Six months      (inception)
                                            ended           ended            ended           through
                                         June 30, 2004   June 30, 2003    June 30, 2004   June 30, 2003
                                         -------------   -------------    -------------   -------------
                                                                              
Income:
  Rental income, including above and
    below market lease costs             $  15,332,713               -    $  22,885,718               -
  Real estate tax recovery income            1,710,281               -        2,617,011               -
  Common area costs recovery income          2,341,231               -        3,182,289               -
  Additional rental income                     290,189               -          295,509               -
  Other income                                  14,709               -           15,939               -
  Interest income                              246,855               -          456,462               -
                                         --------------------------------------------------------------
Total income                                19,935,978               -       29,452,928               -
                                         --------------------------------------------------------------
Expenses:
  Professional services                         99,714               -          156,130               -
  General and administrative expenses
    to affiliates                              348,133             450          784,142           2,250
  General and administrative expenses
    to non-affiliates                           73,053               -          373,995           7,500
  Property operating expenses to
    affiliates                                 740,857               -        1,154,272               -
  Property operating expenses to
    non-affiliates                           1,876,074               -        2,496,063               -
  Real estate taxes                          2,026,543               -        3,014,011               -
  Interest                                   5,798,856               -        8,357,449               -
  Depreciation                               4,894,432               -        7,493,738               -
  Amortization                               1,841,033               -        2,934,613               -
  Acquisition cost expenses to
    affiliates                                  16,720               -           70,089               -
  Acquisition cost expenses to
    non-affiliates                             109,190               -          471,285               -
                                         --------------------------------------------------------------
Total expenses                              17,824,605             450       27,305,787           9,750
                                         --------------------------------------------------------------
Net income (loss)                        $   2,111,373   $        (450)   $   2,147,141   $      (9,750)
                                         ==============================================================
Other comprehensive income:
  Unrealized gain on investment
    securities                                  47,708               -           47,708               -
                                         --------------------------------------------------------------
Comprehensive income (loss)              $   2,159,081   $        (450)   $   2,194,849   $      (9,750)
                                         ==============================================================

Net income(loss) per common share,
  basic and diluted                      $         .04   $        (.02)   $         .04   $        (.49)
                                         ==============================================================
Weighted average number of
  common shares outstanding, basic
  and diluted                               59,688,094          20,000       48,805,229          20,000
                                         ==============================================================


           See accompanying notes to consolidated financial statements

                                       F-3


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

                 Consolidated Statement of Stockholders' Equity

                  For the six month period ended June 30, 2004
                                   (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           18,737,141   $  18,737   $  165,168,650    $   (1,458,608)   $           -   $ 163,728,779

Net income                                      -           -                -         2,147,141                -       2,147,141
Unrealized gain on investment
securities                                      -           -                -                 -           47,708          47,708
Distributions declared                          -           -                -       (16,645,065)               -     (16,645,065)
Proceeds from offering                 65,632,103      65,632      655,981,999                 -                -     656,047,631
Offering costs                                  -           -      (71,529,296)                -                -     (71,529,296)
Proceeds from dividend reinvestment
  program                                 729,196         729        6,926,631                 -                -       6,927,360
Forgiveness of affiliate debt                                        2,369,139                                          2,369,139
Issuance of stock options and
  discounts on shares issued to
  affiliates                                    -           -          337,629                 -                -         337,629
                                       ----------   ---------   --------------    --------------    -------------   -------------

Balance at June 30, 2004               85,098,440   $  85,098   $  759,254,752       (15,956,532)   $      47,708   $ 743,431,026
                                       ==========   =========   ==============    ==============    =============   =============


          See accompanying notes to consolidated financial statements.

                                       F-4


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

    For the six months ended June 30, 2004, and the period from March 5, 2003
                       (inception) through June 30, 2003.
                                   (unaudited)



                                                                                               Period from
                                                                                              March 5, 2003
                                                                             Six months        (inception)
                                                                                ended           through
                                                                            June 30, 2004     June 30, 2003
                                                                           ----------------   -------------
                                                                                        
Cash flows from operations:
Net income (loss)                                                          $      2,147,141   $      (9,750)
Adjustments to reconcile net income (loss) to net cash provided by
  operating activities:
  Depreciation                                                                    7,493,738               -
  Amortization                                                                    2,934,613               -
  Amortization of acquired above market leases                                      813,177               -
  Amortization of acquired below market leases                                     (902,613)              -
  Rental income under master leases                                                 363,940               -
  Straight line rental income                                                      (752,757)              -
  Issuance of stock options and discount on shares issued to affiliates             337,629           2,250
  Realized loss on sale of treasury contracts                                     1,346,502
Changes in assets and liabilities:
  Accounts and rents receivable net of change in allowance of
    $33,047 and $0 for June 30, 2004 and June 30, 2003,
    respectively.                                                                (4,392,586)              -
  Other assets                                                                   (1,614,964)              -
  Accounts payable                                                                1,372,477               -
  Accrued interest payable                                                        1,088,198               -
  Accrued real estate taxes                                                       2,042,475               -
  Security deposits                                                               1,162,985               -
  Prepaid rental and recovery income and other liabilities                        2,256,709           7,500
                                                                           ----------------   -------------
Net cash flows provided by operating activities                                  15,696,664               -
                                                                           ----------------   -------------
Cash flows used in investing activities:
  Purchase of investment securities and treasury contracts                       (3,135,375)              -
  Restricted escrows                                                               (643,085)              -
  Purchase of investment properties                                          (1,023,122,692)              -
  Payment of leasing fees                                                           (22,200)
  Tenant improvements payable                                                     1,515,802               -
  Acquired above market leases                                                  (23,519,108)              -
  Acquired in-place lease intangibles                                           (88,035,534)              -
  Acquired below market leases                                                   44,251,826               -
  Other assets                                                                  (38,167,012)              -
  Funding of note receivable                                                    (15,600,975)              -
  Due to affiliate                                                               (2,184,436)              -
                                                                           ----------------   -------------
Net cash flows used in investing activities                                  (1,148,662,789)              -
                                                                           ----------------   -------------


                 See accompanying notes to financial statements

                                       F-5


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)

    For the six months ended June 30, 2004, and the period from March 5, 2003
                       (inception) through June 30, 2003.
                                   (unaudited)



                                                                                   Period from
                                                                                  March 5, 2003
                                                                                   (inception)
                                                              Six months ended       through
                                                               June 30, 2004      June 30, 2003
                                                             -----------------    -------------
                                                                            
Cash flows from financing activities:
  Proceeds from offering                                           658,416,770          200,000
  Proceeds from the dividend reinvestment program                    6,927,360                -
  Payment of offering costs                                        (71,873,197)               -
  Proceeds from mortgage debt                                      541,452,574                -
  Proceeds from unsecured line of credit                           105,000,000                -
  Restricted cash collateral                                       (20,448,822)               -
  Loan fees and deposits                                           (10,153,979)               -
  Distributions paid                                               (13,254,728)               -
  Due from affiliates                                                1,785,158                -
  Forgiveness of affiliate debt                                     (2,369,139)               -
                                                             -----------------    -------------
Net cash flows provided by financing activities                  1,195,481,997          200,000
                                                             -----------------    -------------

Net increase in cash and cash equivalents                           62,515,872          200,000
Cash and cash equivalents, at beginning of period                   64,381,134                -
                                                             -----------------    -------------

Cash and cash equivalents, at end of period                  $     126,897,006    $     200,000
                                                             =================    =============

Supplemental disclosure of cash flow information:

Cash paid for interest                                       $       5,922,749    $           -
                                                             =================    =============

Restricted cash                                              $     (19,996,787)   $           -
Restricted cash liability                                           19,996,787                -
                                                             =================    =============

Supplemental schedule of non-cash investing and financing
activities:
Purchase of investment properties                            $  (1,051,146,506)   $           -
Assumption of mortgage debt                                         17,551,721                -
Write-off of acquisition reserve                                       521,357                -
Purchase price adjustments                                           2,398,581                -
Conversion of mortgage receivable to investment property             7,552,155                -
                                                             -----------------    -------------

                                                             $  (1,023,122,692)   $           -
                                                             =================    =============

Distributions payable                                        $       4,317,876    $           -
                                                             =================    =============

Accrued offering costs payable                               $       1,025,465    $     691,911
                                                             =================    =============


                 See accompanying notes to financial statements

                                       F-6


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 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 June 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. Wholly owned subsidiaries
generally consist of limited liability companies ("LLC's"). The effects of all
significant intercompany transactions have been eliminated.

                                       F-7


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

(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 June 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 earning 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 June 30, 2004, the Company has accumulated
other comprehensive income of $47,708. 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 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 second quarter of 2004, the Company entered into treasury contracts
with a futures commission merchant with a total notional amount of $95.0 million
with yields ranging from 3.85% for 5 year treasury contracts to 4.63% for 10
year treasury contracts and maturities at various dates in 2004. The amount
required to be on deposit at June 30, 2004 for these treasury contracts had a
cost basis and liquidation value of $2,137,000 and $789,000, respectively. As
these treasury contracts are not offsetting future commitments and therefore do
not qualify as hedges, the net loss of approximately $1,348,000 at June 30, 2004
is recognized currently in earnings and is included in interest expense in the
Consolidated Statement of Operations.

                                       F-8


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

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 June 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. 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 SFAS 141 and SFAS 142 resulted in the recognition upon
acquisition of additional intangible assets and liabilities relating to real
estate acquisitions during the quarter ended June 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 $475,574 was applied as a reduction to rental income
for the three months ended June 30, 2004 and $813,177 for the six months ended
June 30, 2004. Amortization pertaining to the below market lease costs of
$545,784 was applied as an increase to rental income for the three months ended
June 30, 2004 and $902,613 for the six months ended June 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 $1,495,955 for the three month period ended June 30, 2004
and $2,293,994 for the six month period ended June 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 June 30, 2004.

                                       F-9


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)



                          July 1, 2004
                            through
                          December 31,
Amortization of:              2004            2005          2006          2007          2008       Thereafter
                          -------------    ----------    ----------    ----------    ----------    -----------
                                                                                 
Acquired above
  market lease costs      $  (1,469,181)   (2,938,359)   (2,885,842)   (2,119,421)   (1,980,185)   (12,903,389)

Acquired below
  market lease costs          2,823,964     5,471,188     5,065,985     4,646,973     4,096,500     27,155,016
                          ------------------------------------------------------------------------------------

Net rental income
  increase                $   1,354,783     2,532,829     2,180,143     2,527,552     2,116,315     14,251,627
                          ====================================================================================

Acquired in-place lease
  intangibles             $  (4,842,059)   (9,684,122)   (9,684,122)   (9,684,122)   (9,684,122)   (50,916,901)


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 one 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 and the
line of credit cash collateral account (see Note 8). 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-10


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

A note is considered impaired pursuant to Financial Accounting Standards Board's
Statement of Financial Accounting Standards or 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 Advisor contributed $200,000 to the capital of the Company for which it
received 20,000 shares of common stock.

As of June 30, 2004 and December 31, 2003, the Company had incurred $93,674,110
and $22,144,814 of offering costs, of which $70,096,693 and $16,859,779,
respectively, were paid or accrued to affiliates. 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 June 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 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 six months ended
June 30, 2004.

                                      F-11


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

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 $70,096,693
as of June 30, 2004, of which $468,907 was unpaid at June 30, 2004.

The Advisor and its affiliates are entitled to reimbursement for general and
administrative costs of the Advisor and its affiliates relating to the Company's
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. For the three month period ended June 30, 2004 and the
six month period ended June 30, 2004, the Company incurred $371,336 and $637,359
of these costs, respectively, of which $218,000 remained unpaid as of June 30,
2004.

An affiliate of the 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 $17,065 for the three months ended June 30,
2004 and $21,276 for the six months ended June 30, 2004, respectively.

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. 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 June 30,
2004 and for the six months ended June 30, 2004, the Company paid loan fees
totaling $754,229 and $1,122,042 to this affiliate, respectively.

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 property management fees of $740,857 and $1,154,272 for the
three and six months ended June 30, 2004, respectively. None remained unpaid as
of June 30, 2004.

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 on when the
shares are purchased. The Company sold 70,933 and 510,839 shares to affiliates
and recognized an expense related to these discounts of $36,129 and $336,129 for
the three and six months ended June 30, 2004, respectively.

As of June 30, 2004 and December 31, 2003 the Company was due funds from
affiliates in the amount of $1,553,689 and $918,750, respectively which is
comprised of $1,551,739 and $845,000, respectively, which is due from the
sponsor for reimbursement of a portion of distributions paid in 2004. The
remaining $1,950 and $73,750 as of June 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 from operations are
adequate 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 June 30, 2004 the Company owed funds to the sponsor
in the amount of $1,253,477 for repayment of these advances.

                                      F-12


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

As of June 30, 2004 and December 31, 2003 the Company owed funds to an affiliate
in the amount of $100,000 and $2,154,158, respectively, for the reimbursement of
costs paid by the affiliate on behalf of the Company. Both amounts were 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 June 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 some 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 $363,940 as of June 30, 2004.

                                      F-13


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

Operating leases

Minimum lease payments to be received in the future under operating leases,
excluding rental income under master lease agreements and assuming no expiring
leases are renewed, are as follows:



                                               Minimum Lease
                                                 Payments
                                             -----------------
                                          
          2004                               $      62,521,155
          2005                                      75,836,691
          2006                                      72,899,152
          2007                                      67,164,946
          2008                                      61,756,105
          Thereafter                               365,242,447
                                             -----------------
          Total                              $     705,420,496
                                             =================


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 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 $15,600,975 as of June 30, 2004 consisted of an
installment note from Newman Development Group of Gilroy, L.L.C. that matures on
July 15, 2005. This note is secured by a first mortgage on Pacheco Pass Shopping
Center. Interest only is due in advance on the first of each month at a rate of
6.993% per annum. Upon closing, an interest reserve escrow totaling three months
of interest payments was established.

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 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 Payable

Mortgage loans outstanding as of June 30, 2004 were $588,631,295, of which
$537,371,295 had fixed rates ranging from 3.96% to 6.20%. The remaining
$51,260,000 represented a variable rate loan with a weighted average interest
rate of 2.84% at June 30, 2004. Retail properties with a net carrying value of
$956,666,641 at June 30, 2004 and related tenant leases are pledged as
collateral.

As of June 30, 2004, scheduled maturities for the Company's outstanding mortgage
indebtedness have various due dates through December 2012. At June 30, 2004, the
weighted average interest rate on the Company's mortgage debt was 4.3%. With the
exception of the mortgage loan on Plaza Santa Fe II, all of the Company's

                                      F-14


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

mortgage loans as of June 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. The loan
has no prepayment privileges.

The Company guarantees repayment of $1,083,333 of principal on the Pavilion at
King's Grant mortgage debt.

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.

(8) Line of Credit

On February 6, 2004, the Company increased its unsecured line of credit
arrangement with KeyBank N.A. to $225,000,000 from $150,000,000. 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 requires
interest only payments monthly at the rate equal to the London InterBank Offered
Rate or LIBOR plus 175 basis points which ranged from 2.875% to 3.125% during
the quarter ended June 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. As of June 30, 2004, the
Company was in compliance with such covenants. 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. Amounts deposited in the cash
collateral account are included in Restricted Cash on the Consolidated Balance
Sheet. There was $20,448,822 deposited in the cash collateral account which was
required by the lender as of June 30, 2004. The outstanding balance on the line
of credit was $110,000,000 as of June 30, 2004 at a weighted average interest
rate of 3.01% per annum.

(9) Segment Reporting

The Company owns and seeks to acquire 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-15


                  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
six months ended June 30, 2004, along with a reconciliation to net income.



                                                        Six months      Three months
                                                          ended            ended
                                                       June 30, 2004    June 30, 2004
                                                       -------------    -------------
                                                                  
Property rental income and additional rental income    $  28,980,527    $  19,674,414
Total property operating expenses                         (6,664,346)      (4,643,474)
Interest expense                                          (8,357,449)      (5,798,856)
                                                       -------------    -------------

Net property operations                                   13,958,732        9,232,084
                                                       -------------    -------------

Interest income                                              456,462           14,709
Less non-property expenses:
  Professional services                                     (156,130)         (99,714)
  General and administrative expenses                     (1,158,137)        (421,186)
  Acquisition cost expenses to affiliates                   (541,374)        (125,910)
  Depreciation and amortization                          (10,428,351)      (6,735,465)
  Other income (expense)                                      15,939          246,855
                                                       -------------    -------------

Net income                                             $   2,147,141    $   2,111,373
                                                       =============    =============


The following table summarizes property asset information as of June 30, 2004
and December 31, 2003.



                                             June 30, 2004     December 31, 2003
                                            ----------------   -----------------
                                                         
Total assets:
  Shopping centers                          $  1,367,535,186   $     142,804,128
  Non-segment assets                             164,891,061          69,298,035
                                            ----------------   -----------------

                                            $  1,532,426,247   $     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.

(10) 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 June 30, 2004, options to purchase 15,000 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.

                                      F-16


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)

The basic and diluted weighted average number of common shares outstanding were
59,688,094 for the three months ended June 30, 2004 and 48,805,229 for the six
months ended June 30, 2004.

(11) Commitments and Contingencies

The purchase and sale contract for Pavilion at King's Grant, provides that if
anytime during the period 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 on 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 pad site within 48
months after the closing date of December 8, 2003, which was included in the
purchase of the property. 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, once construction has been
completed and a major tenant has moved in and commenced payment of rent, with
the additional purchase price based on an agreed upon income capitalization
formula. In connection with the purchase of Arvada Connection and Arvada
Marketplace, the Company is obligated to purchase a parcel of the shopping
center that may be redeveloped by the Seller within the next three years. If the
Seller does not redevelop the parcel by the end of the redevelopment period,
then the Company is obligated to purchase the parcel for $750,000. 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 anchor's commencement of operations. In connection with the
purchase of Watauga Pavilion, the Company is obligated to pay the remaining
purchase price of $2,146,000 once a major tenant has moved in and commenced
payment of rent. In connection with the purchase of John's Creek Village, the
Company is obligated to pay the remaining purchase price of $13,385,390 once the
remaining vacancies have been leased and the respective tenants have moved in
and commenced payment of rent. The Company has not reserved any funds for these
contingencies.

In connection with the purchase of Dorman Center, the Company was obligated to
purchase a portion of the shopping center that was under construction, once
construction was completed and the respective tenants had moved in and commenced
payment of rent, with the additional purchase price of the center based on an
agreed upon income capitalization formula. As part of the commitment to purchase
this remaining portion of the shopping center, the Company had deposited one
million dollars of earnest money with the Seller. In addition, 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 purchased the remaining portion of Dorman Center, and met
certain occupancy requirements, the letter of credit will be released. On July
16, 2004, the Company purchased the remaining portion of Dorman Center and the
irrevocable letter of credit is still outstanding as the occupancy requirements
had not been met as of July 31, 2004.

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 on an agreed upon 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
addition the Company is obligated to pay the remaining purchase price on the
first phase based on an income capitalization formula not to exceed $1,355,096
once the remaining vacancies have been leased and the respective tenants have
moved in and commenced payment of rent.

                                      F-17


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

                   Notes to Consolidated Financial Statements
                                   (continued)

In connection with the note receivable related to Pacheco Pass, when the note
receivable is repaid, the Company is obligated to purchase the property for
approximately $24,000,000.

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 June 30, 2004, the remaining liability after
disbursements is $1,375,521.

The Company is currently considering acquiring 13 properties for an estimated
purchase price of $501,000,000. 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.

(12) Subsequent Events

The Company issued 15,834,545 shares of common stock from July 1, 2004 through
July 31, 2004 in connection with the offering, resulting in gross proceeds of
$158,220,959.

On July 12, 2004, the sponsor repaid a portion of its payable to the Company in
the amount of $298,262.

The Company paid distributions of $4,317,876 to its stockholders in July 2004.

                                      F-18


                  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 July 1 to July 31, 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
     --------               --------           -----         ---            ---------          -------------
                                                                           
        07/01/04  Shoppes at Boardwalk         2003/         36,642,049          122,413  Borders Books
                                                2004

        07/02/04  Shoppes of Dallas             2004         13,052,126           70,610  Publix

        07/13/04  Wilshire Plaza III            2004          5,750,000           88,248  Kohl's

        07/14/04  Cranberry Square             1996 -        20,219,563          195,566  Dick's Sporting Goods
                                                1997                                      Toys R Us
                                                                                          Best Buy
                                                                                          Barnes & Noble
                                                                                          Office Max

        07/16/04  Dorman Center Phase II       2004           7,081,662           37,200  Shoe Carnival

        07/19/04  Tollgate Marketplace         1977/         72,300,000          393,395  Giant Food
                                                1994                                      JoAnn Fabrics

        07/21/04  Gateway Plaza                2000          33,025,276          358,193  Kohl's

        07/21/04  Gateway Village              1996          49,513,455          273,904  Safeway
                                                                                          Burlington Coat Factory
                                                                                          Best Buy

        07/21/04  Towson Circle                1988          28,450,000          116,954  Barnes & Noble
                                                                                          Bally Fitness

        07/21/04  Wal-Mart Supercenter         2004          12,935,000          183,211  Wal-Mart SuperCenter

        07/22/04  Wrangler Company Western     1993          18,476,792          316,800  Wrangler
                  Headquarters

        07/26/04  Plaza at Marysville          1995          21,266,000          115,656  Safeway

        07/27/04  Forks Town Center            2002          18,198,701           87,560  Giant Foods

        07/30/04  Academy Sports               2004           5,250,000           60,001  Academy Sports


The Company funded $5,750,000 which represents a portion of the purchase price
of a shopping center under construction to be known as Wilshire Plaza III to
contain 88,248 gross leasable square feet leased to Kohl's. The Company's total
acquisition cost will be approximately $9,850,000. In accordance with the terms
of the purchase agreement with the seller, the Company will advance funds for
the construction of the retail building in two installments. The Company will
receive a 7% return on the original amount funded of $5,750,000 and on
additional construction advances to the seller until such time as Kohl's lease
commences.

                                      F-19


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

                   Notes to Consolidated Financial Statements
                                   (continued)

The Company entered into joint venture agreements with the current owners of
three shopping centers known as Tollgate Marketplace, Gateway Village, and
Towson Circle. The Company made capital contributions to these joint ventures
and received equity interests representing majority ownership and operating
control of these joint ventures.

The mortgage debt and financings obtained during the period July 1, 2004 to July
31, 2004, are detailed in the list below.



       DATE                                                              MATURITY   PRINCIPAL BORROWED
      FUNDED           MORTGAGE PAYABLE          ANNUAL INTEREST RATE      DATE            ($)
     -------------------------------------------------------------------------------------------------
                                                                                
     07/02/04   John's Creek Village                    5.100%           08/01/09           23,300,000

     07/02/04   Shoppes at Boardwalk                    4.130%           07/01/09           20,150,000

     07/09/04   Fullerton Metrocenter                    5.09%           08/01/09           28,050,000

     07/14/04   Northgate North                          4.60%           07/01/08           26,650,000

     07/16/04   Cranberry Square                        4.975%           08/01/09           10,900,000

     07/21/04   Gateway Village                     LIBOR + 1.13%        07/01/09           27,233,000
                                                    LIBOR + 2.00%        08/01/05            4,225,000

     07/21/04   Tollgate Marketplace                LIBOR + 1.20%        06/01/09           39,765,000

     07/21/04   Towson Circle                            5.10%           07/01/09           15,647,500
                                                    LIBOR + 2.00%        08/01/05            3,550,000

     07/21/04   Eckerds Drug Stores (4)                 5.275%           08/01/09            6,800,000

     07/26/04   Wrangler Company Western                5.090%           08/01/09           11,300,000
                Headquarters

     07/27/04   Pine Ridge Plaza                        5.085%           08/01/09           14,700,000

     07/30/04   Plaza at Marysville                     5.085%           08/01/09           11,800,000


                                      F-20


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                                  June 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 June 30, 2004.

This unaudited Pro Forma Consolidated Balance Sheet is not necessarily
indicative of what the actual financial position would have been at June 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 September 14, 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 September 14, 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-21


                  Inland Western Retail Real Estate Trust, Inc.
                      Pro Forma Consolidated Balance Sheet
                                  June 30, 2004
                                   (unaudited)



                                                                  Historical        Pro Forma
                                                                      (A)          Adjustments      Pro Forma
                                                               ------------------------------------------------
                                                                                         
ASSETS

Net investment properties (B)                                  $  1,165,868,245    781,135,000    1,947,003,245
Cash and cash equivalents                                           126,897,006    143,795,000      270,692,006
Restricted cash                                                      40,445,609              -       40,445,609
Investment in treasury securities                                     1,047,708              -        1,047,708
Investment in treasury contracts                                        788,873              -          788,873
Restricted escrows                                                      643,085              -          643,085
Accounts and rents receivable                                         6,292,894              -        6,292,894
Due from affiliates                                                   1,553,689              -        1,553,689
Note receivable                                                      15,600,975     12,818,000       28,418,975
Acquired in-place lease intangibles (B) (D)                          94,495,448     26,900,000      121,395,448
Acquired above market lease intangibles (B) (D)                      24,296,377      9,484,000       33,780,377
Other assets (G)                                                     51,021,601    (45,448,000)       5,573,601
Loan fees                                                             3,474,737              -        3,474,737
                                                               ------------------------------------------------

Total assets                                                   $  1,532,426,247    928,684,000    2,461,110,247
                                                               ================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                      2,079,367              -        2,079,367
Accrued offering costs to affiliates                                    468,907              -          468,907
Tenant improvement payable                                            2,042,004              -        2,042,004
Accrued interest payable                                              1,088,198              -        1,088,198
Accrued real estate taxes                                             5,833,125              -        5,833,125
Distributions payable                                                 4,317,876              -        4,317,876
Mortgage payable (B) (E)                                            588,631,295    504,447,500    1,093,078,795
Line of credit                                                      110,000,000              -      110,000,000
Acquired below market lease intangibles (B) (D)                      49,259,626      9,174,000       58,433,626
Advances from sponsor                                                 1,253,477              -        1,253,477
Security deposits                                                     1,271,174              -        1,271,174
Due to affiliates                                                       318,000              -          318,000
Prepaid rent and other liabilities                                    2,435,385              -        2,435,385
Restricted cash liability                                            19,996,787              -       19,996,787
                                                               ------------------------------------------------

Total liabilities                                                   788,995,221    513,621,500    1,302,616,721
                                                               ================================================

Common stock (C)                                                         85,098         47,166          132,264
Additional paid-in capital (net of offering costs) (C)              759,254,752    415,015,334    1,174,270,086
Accumulated distributions in excess of net income (loss) (F)        (15,956,532)             -      (15,956,532)
Accumulated other comprehensive income                                   47,708              -           47,708
                                                               ------------------------------------------------

Total stockholders' equity                                          743,431,026    415,062,500    1,158,493,526
                                                               ------------------------------------------------

Total liabilities and stockholders' equity                     $  1,532,426,247    928,684,000    2,461,110,247
                                                               ================================================


         See accompanying notes to pro forma consolidated balance sheet.

                                      F-22


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                                  June 30, 2004
                                   (unaudited)

(A)  The historical column represents our Consolidated Balance Sheet as of June
     30, 2004 as filed with the Securities Exchange Commission on Form 10-Q. As
     of June 30, 2004, the Company had sold 85,078,440 shares to the public and
     748,245 shares were issued pursuant to the Company's distribution
     reinvestment program. As a result, the Company received $850,039,770 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
                                           --------------   -----------
                                                      
The Shops at Boardwalk                     $   36,642,000    20,150,000
Shoppes of Dallas                              13,052,000             -
Kohl's - Wilshire Plaza III                     5,750,000             -
Cranberry Square                               20,220,000    10,900,000
Dorman Centre - Phase II                        7,082,000             -
Tollgate Marketplace                           72,300,000    39,765,000
Gateway Village (Loan Note A)                  49,513,000    27,233,000
Gateway Village (Loan Note B)                           -     4,225,000
Towson Circle (Loan Note A)                    28,450,000    15,647,500
Towson Circle (Loan Note B)                             -     3,550,000
Gateway Plaza                                  33,025,000    18,163,000
Wal-Mart Supercenter - Blytheville             12,935,000     7,100,000
Wrangler Company Western Headquarters          18,477,000    11,300,000
Plaza at Marysville                            21,266,000    11,800,000
Forks Town Center                              18,199,000    10,395,000
Academy Sports - Houma                          5,250,000     2,920,000
Wal-Mart Supercenter - Jonesboro               10,853,000     6,088,500
Reisterstown Road Plaza                        88,453,000    49,650,000
Village Shoppes at Simonton                    13,750,000             -
Manchester Meadows                             56,200,000    31,065,000
Governor's Marketplace                         32,654,000    20,625,000
Mitchell Ranch Plaza                           34,000,000    18,700,000
The Columns                                    20,770,000             -
Saucon Valley Square                           16,093,000     8,851,000
Lincoln Park                                   47,211,000             -
Harris Teeter - Wilmington                      7,200,000             -
Harvest Town Center                             8,950,000             -
Boulevard at the Capital Centre               130,050,000    71,500,000
                                           ----------------------------

Total                                      $  808,345,000   389,628,000
                                           ============================


                                      F-23


                  Inland Western Retail Real Estate Trust, Inc.
                  Notes to Pro Forma Consolidated Balance Sheet
                                  June 30, 2004
                                   (unaudited)

Allocation of net investments in properties:


                                       
Land                                      $   98,582,000
Building and improvements                    682,553,000
Acquired in-place lease intangibles           26,900,000
Acquired above market lease intangibles        9,484,000
Acquired below market lease intangibles       (9,174,000)
                                          --------------
Total                                     $  808,345,000
                                          ==============


(C)  Additional offering proceeds of $471,660,000, net of additional offering
     costs of $56,597,500 are reflected as received as of June 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 September 14, 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 $504,447,500, reflected as funded as of
     June 30, 2004, includes $389,628,000 of mortgages payable obtained
     subsequent to the acquisition of the properties described in (B) and
     $114,819,500 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 other assets of $45,448,000 includes $7,773,000 of prepaid loan
     fees applied to mortgage payables obtained subsequent to the acquisition of
     the properties described in (B) and $37,675,000 of advance purchase
     deposits on properties purchased as described in (B).

                                      F-24


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
                     For the six months ended June 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 September 14, 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 September 14, 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 or Academy Sports - Houma, 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 six
months ended June 30, 2004, nor does it purport to represent our future results
of operations.

                                      F-25


                  Inland Western Retail Real Estate Trust, Inc.
                 Pro Forma Consolidated Statement of Operations
               For the six months ended June 30, 2004 (unaudited)



                                                           Pro Forma
                                           Historical     Adjustments
                                              (A)             (B)        Pro Forma
                                          -----------------------------------------
                                                               
Rental income                             $  22,885,718    48,522,581    71,408,299
Additional rent                               6,110,748    11,465,018    17,575,766
Interest income                                 456,462             -       456,462
                                          -----------------------------------------

Total income                                 29,452,928    59,987,599    89,440,527
                                          -----------------------------------------

General and administrative expenses           1,314,267             -     1,314,267
Advisor asset management fee (C)                      -             -             -
Property operating expenses                   5,510,074    17,127,416    22,637,490
Management fee (F)                            1,154,272     2,682,359     3,836,631
Interest expense (H)                          8,357,449    17,128,015    25,485,464
Depreciation (D)                              7,493,738    18,520,948    26,014,686
Amortization (G)                              2,934,613     3,853,176     6,787,789
Acquisition costs                               541,374             -       541,374
                                          -----------------------------------------

Total expenses                               27,305,787    59,311,914    86,617,701
                                          -----------------------------------------

Net income (loss)                         $   2,147,141       675,685     2,822,826
                                          =========================================

Unrealized gain/loss on investment
  securities                                     47,708             -        47,708
                                          -----------------------------------------

Comprehensive income                      $   2,194,849       675,685     2,870,534
                                          =========================================

Weighted average number of shares
  of common stock outstanding,
  basic and diluted (E)                      48,805,229                 132,264,000
                                          =============                 ===========

Net income (loss) per share, basic and
  diluted (E)                                       .04                         .02
                                          =============                 ===========


    See accompanying notes to pro forma consolidated statement of operations.

                                      F-26


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                     For the six months ended June 30, 2004
                                   (unaudited)

(A)  The historical information represents the historical statement of
     operations of the Company for the period from January 1, 2004 to June 30,
     2004 as filed with the Securities Exchange Commission on Form 10-Q.

(B)  Total pro forma adjustments for acquisitions consummated as of September
     14, 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 or Academy
     Sports - Houma 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                    $  49,512,862      (990,281)    48,522,581
       Additional rental income            11,465,018             -     11,465,018
                                        ------------------------------------------

       Total income                        60,977,880      (990,281)    59,987,599
                                        ------------------------------------------

       Advisor asset management fee                 -             -              -
       Property operating expenses         17,127,416             -     17,127,416
       Management fees                              -     2,682,359      2,682,359
       Interest expense                             -    17,128,015     17,128,015
       Depreciation                                 -    18,520,948     18,520,948
       Amortization                                 -     3,853,176      3,853,176
                                        ------------------------------------------

       Total expenses                      17,127,416    42,184,498     59,311,914
                                        ------------------------------------------

       Net income (loss)                $  43,850,464   (43,174,779)       675,685
                                        ==========================================


(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, Metro Square (Super Value)
Center, 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 at 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 and Boulevard
at the Capital Centre.

                                      F-27


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                     For the six months ended June 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 and Harris Teeeter - Wilmington.

(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 June 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.

(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
---------------------------------------------------------------------------------
                                                                 
The Shops at Boardwalk                     $  20,150,000      4.130       08/09
Cranberry Square                              10,900,000      4.975       08/09
Tollgate Marketplace                          39,765,000   LIBOR + 120    07/09
Gateway Village (Loan Note A)                 27,233,000   LIBOR + 113    07/09
Gateway Village (Loan Note B)                  4,225,000   LIBOR + 200    08/05
Towson Circle (Loan Note A)                   15,647,500      5.100       07/09
Towson Circle (Loan Note B)                    3,550,000   LIBOR + 200    08/05
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
Governor's Marketplace                        20,625,000      5.185       09/09
John's Creek Village                          23,300,000      5.100       08/09
Fullerton Metrocenter                         28,050,000      5.090       08/09
Northgate North                               26,650,000      4.600       07/08
Eckerd Drug Stores (4)                         6,800,000      5.275       08/09
Pine Ridge Plaza                              14,700,000      5.085       08/09
Davis Towne Crossing                           5,365,200      5.185       09/09


                                      F-28


                  Inland Western Retail Real Estate Trust, Inc.
             Notes to Pro Forma Consolidated Statement of Operations
                     For the six months ended June 30, 2004
                                   (unaudited)



                                             Principal      Interest     Maturity
Property                                      Balance       Rate (%)       Date
---------------------------------------------------------------------------------
                                                                 
Shoppes at Prominence Point                    9,954,300      5.235       09/09
Newnan Crossing                               21,543,000      4.380       03/09
Shaw's Supermarket - New Britain               6,450,000      4.680       11/08
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
La Plaza Del Norte                            32,528,000      4.610       03/10
Peoria Crossings                              20,497,000      4.090       04/09
Eckerd - Edmund                                1,850,000      4.374       06/09
Eckerd - Norman                                2,900,000      4.374       06/09
Pavilion at King's Grant                       5,342,000      4.390       05/09
Metro Square Center                            6,067,000      4.280       04/09
MacArthur Crossing                            12,700,000      4.290       05/09
Promenade at Red Cliff                        10,590,000      4.290       05/09
Dorman Center Phase I                         27,610,000      4.180       05/09
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
Bluebonnet Parc                               12,100,000      4.372       05/09
North River Town Center                       11,050,000      4.760       05/09
Alison's Corner                                3,850,000      4.272       06/10
Watauga Pavilion                              17,100,000      4.140       06/10
Northpointe Plaza                             30,850,000      4.272       05/09
Plaza Santa Fe II                             17,552,000      6.200       12/12
Arvada Marketplace and Arvada Connection      28,510,000      4.130       07/09
Huebner Oaks Center (Loan Note A)             31,723,000      4.200       07/10
Huebner Oaks Center (Loan Note B)             16,277,000      3.960       07/10
Eastwood Towne Center                         46,750,000      4.640       07/09
Lakewood Towne Center (Loan Note A)           44,000,000      2.680       06/09
Lakewood Towne Center (Loan Note B)            7,260,000      3.830       07/05
Wal-Mart Supercenter - Blytheville             7,100,000      4.390       09/09
Manchester Meadows                            31,065,000      4.480       09/07
Gateway Plaza                                 18,163,000      5.100       09/09
Mitchell Ranch Plaza                          18,700,000      4.480       10/09
Saucon Valley Square                           8,851,000      5.115       10/09
Boulevard at the Capital Centre               71,500,000      5.120       10/09


                                      F-29


                  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 September 14, 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 September 14, 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-Edmond or Eckerd-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 at Prominence Point, Low Country
Village, Shoppes of Dallas, Kohl's - Wilshire Plaza III, Dorman Center - Phase
II, Academy Sports - Houma or Village Shoppes at Simonton, 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-30


                  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                         $    606,645    108,948,375     5,791,842   115,346,862
Additional rent                            137,988     26,674,826       693,274    27,506,088
Interest income                             37,648              -             -        37,648
                                      -------------------------------------------------------

Total income                               782,281    135,623,201     6,485,116   142,890,598
                                      -------------------------------------------------------

General and administrative expenses        315,263              -             -       315,263
Advisor asset management fee (D)                 -              -             -             -
Property operating expenses                126,617     38,477,976       665,308    39,269,901
Management fee (G)                          16,627      6,008,308       297,387     6,322,322
Interest expense (I)                       135,735     37,634,243     2,079,488    39,849,466
Depreciation (E)                           140,497     39,260,585     2,435,885    41,836,967
Amortization (H)                            81,558     10,224,922       539,779    10,846,259
Acquisition costs                          139,263              -             -       139,263
                                      -------------------------------------------------------

Total expenses                             955,560    131,606,034     6,017,847   138,579,441
                                      -------------------------------------------------------

Net income (loss)                     $   (173,279)     4,017,167       467,269     4,311,157
                                      =======================================================

Weighted average number of shares
  of common stock outstanding,
  basic and diluted (F)                  2,520,986                                132,264,000
                                      ============                                ===========

Net income (loss) per share, basic
  and diluted (F)                             (.07)                                       .03
                                      ============                                ===========


    See accompanying notes to pro forma consolidated statement of operations.

                                      F-31


                  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 September
     14, 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                    $ 111,056,594    (2,108,219)   108,948,375
       Additional rental income            26,674,826             -     26,674,826
                                        ------------------------------------------

       Total income                       137,731,420    (2,108,219)   135,623,201
                                        ------------------------------------------

       Advisor asset management fee                 -             -              -
       Property operating expenses         38,477,976             -     38,477,976
       Management fees                              -     6,008,308      6,008,308
       Interest expense                             -    37,634,243     37,634,243
       Depreciation                                 -    39,260,585     39,260,585
       Amortization                                 -    10,224,922     10,224,922
                                        ------------------------------------------

       Total expenses                      38,477,976    93,128,058    131,606,034
                                        ------------------------------------------

       Net income (loss)                $  99,253,444   (95,236,277)     4,017,167
                                        ==========================================


(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, Metro Square (Super
     Value) Center, 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 and Boulevard at the Capital
     Centre.

                                      F-32


                  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 September
     14, 2004 are as though the properties were acquired January 1, 2003. No pro
     forma adjustments were made for the Eckerds - Edmond and the Eckerds -
     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 at Prominence Point, Low Country Village,
     Shoppes of Dallas, Kohl's - Wilshire Plaza III, Dorman Center - Phase II,
     Academy Sports - Houma or Village Shoppes at Simonton, 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                    $   5,925,020      (133,178)     5,791,842
       Additional rental income               693,274             -        693,274
                                        ------------------------------------------

       Total income                         6,618,294      (133,178)     6,485,116
                                        ------------------------------------------

       Advisor asset management fee                 -             -              -
       Property operating expenses            665,308             -        665,308
       Management fees                              -       297,387        297,387
       Interest expense                             -     2,079,488      2,079,488
       Depreciation                                 -     2,435,885      2,435,885
       Amortization                                 -       539,779        539,779
                                        ------------------------------------------

       Total expenses                         665,308     5,352,539      6,017,847
                                        ------------------------------------------

       Net income (loss)                $   5,952,986    (5,485,717)       467,269
                                        ==========================================


(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,
     and Harvest Towne Center.

     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 and Harris Teeter - Wilmington.

                                      F-33


                  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.

(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
------------------------------------------------------------------------------------
                                                                   
The Shops at Boardwalk                     $  20,150,000      4.130         08/09
Cranberry Square                              10,900,000      4.975         08/09
Tollgate Marketplace                          39,765,000   LIBOR + 120      07/09
Gateway Village (Loan Note A)                 27,233,000   LIBOR + 113      07/09
Gateway Village (Loan Note B)                  4,225,000   LIBOR + 200      08/05
Towson Circle (Loan Note A)                   15,647,500      5.100         07/09
Towson Circle (Loan Note B)                    3,550,000   LIBOR + 200      08/05
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
Governor's Marketplace                        20,625,000      5.185         09/09
John's Creek Village                          23,300,000      5.100         08/09
Fullerton Metrocenter                         28,050,000      5.090         08/09
Northgate North                               26,650,000      4.600         07/08
Eckerd Drug Stores (4)                         6,800,000      5.275         08/09
Pine Ridge Plaza                              14,700,000      5.085         08/09
Davis Towne Crossing                           5,365,200      5.185         09/09
Shoppes at Prominence Point                    9,954,300      5.235         09/09
Shops at Park Place                           13,127,000      4.710         11/08
Darien Towne Center                           16,500,000      4.650         06/10
Newnan Crossing                               21,543,000      4.380         03/09
Shaw's Supermarket - New Britain               6,450,000      4.680         11/33


                                      F-34


                  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
------------------------------------------------------------------------------------
                                                                   
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
La Plaza Del Norte                            32,528,000      4.610         03/10
Peoria Crossings                              20,497,000      4.090         04/09
Eckerd - Edmund                                1,850,000      4.374         06/09
Eckerd - Norman                                2,900,000      4.374         06/09
Pavilion at King's Grant                       5,342,000      4.390         05/09
Metro Square Center                            6,067,000      4.280         04/09
MacArthur Crossing                            12,700,000      4.290         05/09
Promenade at Red Cliff                        10,590,000      4.290         05/09
Dorman Center Phase I                         27,610,000      4.180         05/09
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
Bluebonnet Parc                               12,100,000      4.372         05/09
North River Town Center                       11,050,000      4.760         05/09
Alison's Corner                                3,850,000      4.272         06/10
Watauga Pavilion                              17,100,000      4.140         06/10
Northpointe Plaza                             30,850,000      4.272         05/09
Plaza Santa Fe II                             17,552,000      6.200         12/12
Arvada Marketplace and Arvada Connection      28,510,000      4.130         07/09
Huebner Oaks Center (Loan Note A)             31,723,000      4.200         07/10
Huebner Oaks Center (Loan Note B)             16,277,000      3.960         07/10
Eastwood Towne Center                         46,750,000      4.640         07/09
Lakewood Towne Center (Loan Note A)           44,000,000      2.680         06/09
Lakewood Towne Center (Loan Note B)            7,260,000      3.830         07/05
Wal-Mart Supercenter - Blytheville             7,100,000      4.390         09/09
Manchester Meadows                            31,065,000      4.480         09/07
Gateway Plaza                                 18,163,000      5.100         09/09
Mitchell Ranch Plaza                          18,700,000      4.480         10/09
Saucon Valley Square                           8,851,000      5.115         10/09
Boulevard at the Capital Centre               71,500,000      5.120         10/09


                                      F-35


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted principles.


KPMG LLP

Chicago, Illinois
August 13, 2004

                                      F-36


                              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-37


                              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-38


                              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)

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-39


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
July 15, 2004

                                      F-40


                              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               643,743           1,270,667
                                                        ------------------------------------

Total gross income                                             3,332,023           5,878,635
                                                        ------------------------------------

Direct operating expenses:
  Operating expenses                                             370,699             741,397
  Real estate taxes                                              313,628             597,386
  Insurance                                                       87,680             180,379
                                                        ------------------------------------

Total direct operating expenses                                  772,007           1,519,162
                                                        ------------------------------------

Excess of gross income over direct operating expenses   $      2,560,016           4,359,473
                                                        ====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-41


                              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-42


                              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)

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-43


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 3, 2004

                                      F-44


                              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-45


                              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-46


                              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)

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-47


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted
principles.


KPMG LLP

Chicago, Illinois
July 30, 2004

                                      F-48


                              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-49


                              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-50


                              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)

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-51


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 13, 2004

                                      F-52


                                 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               684,620           1,242,613
                                                        ------------------------------------

Total gross income                                             2,359,294           4,334,699
                                                        ------------------------------------

Direct operating expenses:
  Operating expenses                                             433,953             867,906
  Real estate taxes                                              197,392             375,985
  Insurance                                                      103,050             206,100
                                                        ------------------------------------

Total direct operating expenses                                  734,395           1,449,991
                                                        ------------------------------------

Excess of gross income over direct operating expenses   $      1,624,899           2,884,708
                                                        ====================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-53


                                 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-54


                                 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)

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-55


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 1, 2004

                                      F-56


                                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-57


                                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-58


                                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)

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-59


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Dallas, Texas
August 18, 2004

                                      F-60


                          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-61


                          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-62


                          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)

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-63


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 3, 2004

                                      F-64


                           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                                         179,865                  358,545
                                                                            ------------------------------------------------

Total gross income                                                                         943,551                1,872,014
                                                                            ------------------------------------------------

Direct operating expenses:
  Operating expenses                                                                        82,014                  164,027
  Real estate taxes                                                                         79,251                  150,954
  Insurance                                                                                 17,081                   34,162
                                                                            ------------------------------------------------

Total direct operating expenses                                                            178,346                  349,143
                                                                            ------------------------------------------------

Excess of gross income over direct operating expenses                       $              765,205                1,522,871
                                                                            ================================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-65


                           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-66


                           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)

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-67


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 11, 2004

                                      F-68


                                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                                         189,220                  350,400
                                                                            ------------------------------------------------

Total gross income                                                                         961,137                1,726,894
                                                                            ------------------------------------------------

Direct operating expenses:
  Operating expenses                                                                        81,011                  162,022
  Real estate taxes                                                                        110,551                  189,136
  Insurance                                                                                  7,880                   15,759
                                                                            ------------------------------------------------

Total direct operating expenses                                                            199,442                  366,917
                                                                            ------------------------------------------------

Excess of gross income over direct operating expenses                       $              761,695                1,359,977
                                                                            ================================================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                      F-69


                                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-70


                                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)

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-71


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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 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 U.S. generally accepted accounting principles.


KPMG LLP

Chicago, Illinois
August 6, 2004

                                      F-72


 CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE JOINT
 VENTURE, TOWSON CIRCLE JOINT VENTURE LLP, AND REISTERSTOWN PLAZA HOLDINGS, LLC
        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 historical summary of gross income and direct
operating expense.

                                      F-73


 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
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-74


 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)

( 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-75


 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)

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-76


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted
accounting principles.

KPMG LLP


Chicago, Illinois
August 25, 2004

                                      F-77


                             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-78


                             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-79


                             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)

     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-80


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP


Chicago, Illinois
September 1, 2004

                                      F-81


                               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-82


                               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-83


                               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)

     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-84


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP


Chicago, Illinois
September 3, 2004

                                      F-85


                             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-86


                             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-87


                             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)

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-88


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     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 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 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
     U.S. generally accepted accounting principles.


KPMG LLP


Chicago, Illinois
September 1, 2004

                                      F-89


                              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-90


                              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-91


                              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)

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-92


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted
accounting principles.


KPMG LLP


Chicago, Illinois
September 10, 2004

                                      F-93


                                   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-94


                                   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)

(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-95


                                   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)

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-96


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


KPMG LLP


Chicago, Illinois
September 7, 2004

                                      F-97


                              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)



                                                                              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-98


                              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-99


                              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)

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-100


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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
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 U.S. generally accepted accounting principles.


Dallas, Texas
September 13, 2004

                                      F-101


                          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-102


                          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-103


                          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)

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-104


                           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-105


                           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-106


                               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-107


                               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-108


                                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-109


                                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-110


                            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-111


                            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-112


                           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-113


                           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-114


                              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-115


                              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-116


                                   PROSPECTUS
              270,000,000 shares of common stock - maximum offering
                200,000 shares of common stock - minimum offering
                  Inland Western Retail Real Estate Trust, Inc.
                         a Real Estate Investment Trust

$10.00 per share: Minimum Initial Purchase - 300 shares (100 shares for
Tax-Exempt Entities)

We intend to operate as a real estate investment trust or a REIT beginning with
the tax year ending December 31, 2003. We are not currently qualified as a REIT
for federal income tax purposes. We will not be requesting a ruling from the
Internal Revenue Service to qualify as a REIT. We were formed in 2003 to acquire
and manage properties which are located mainly in states west of the Mississippi
River. 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).

A minimum of 200,000 shares of common stock must be sold within one year from
the date of this prospectus, unless extended, or we will terminate this offering
and we will return your subscription payments, with interest within five
business days after termination of this offering. Prior to the sale of the
minimum offering, your subscription payments will be placed in an escrow account
held by the escrow agent, LaSalle Bank National Association. 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 the 250,000,000 of our shares. This
offering will end no later than September 15, 2004, unless we elect to extend it
to a date no later than September 15, 2005 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 11 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 exchange and
     cannot be readily sold (and sales by stockholders may be made at a loss);
-    we have no operating history nor established financing sources;
-    we have identified only one property to be purchased with the proceeds of
     this offering;
-    if we raise the minimum amount, we will not have sufficient resources to
     acquire the identified property. We need to raise in excess of $26 million
     to acquire this property;
-    we have no ownership in our advisor and the advisor is owned by our sponsor
     or their affiliates;
-    our advisor and its affiliates will receive substantial fees, including
     participation in proceeds from the sales, refinancing or liquidation of our
     assets;
-    our advisor, property manager and two of our directors are subject to
     conflicts of interest as a result of their affiliation with The Inland
     Group;
-    there are limits on ownership, transferability and redemption of shares;
-    risks that incentive structure of fees payable to our advisor and its
     affiliates may encourage our advisor to make investments that have greater
     risks to generate higher fees; and
-    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 are unable to specifically quantify the above risk factors. 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     Min. Offering     Max. Offering
                                                                             
 Public offering price, primary shares (1).......      $   10.00      $ 2,000,000     $ 2,500,000,000
 Public offering price, distribution
 reinvestment program....................              $    9.50      $         0     $   190,000,000
 Selling commissions (1)................               $    1.05      $   210,000     $   262,500,000
 Proceeds, before expenses, to us....                  $    8.95      $ 1,790,000     $ 2,452,500,000


(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 September 15, 2003.



                         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 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 actual standard 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;

     -    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]



                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                              
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 advisor and The Inland Group ........................................................  2
          Conflicts of interest ................................................................................  5
          Compensation to be paid to our advisor and affiliates ................................................  6
          Primary business objective and strategies ............................................................  7
          Shares sold before the offering ......................................................................  8
          Terms of the offering ................................................................................  8
          Is an investment in us appropriate for you? ..........................................................  8
          Distributions ........................................................................................  9
          Real property investments ............................................................................  9
          Share repurchase program .............................................................................  9
          Estimated Use of Proceeds ............................................................................ 10

RISK FACTORS ................................................................................................... 11
          The price of our common stock is subjective and may not bear any relationship to what a
               stockholder could receive if it was sold ........................................................ 11
          Our common stock is not currently listed on an exchange or trading market and cannot be
               readily sold .................................................................................... 11
          You do not know what real properties and other assets we may acquire in the future, and must
               rely on our advisor, our board and officers to select them and stockholders will not
               participate in these decisions .................................................................. 11
          Competition with third parties in acquiring properties will reduce our profitability and the
               return on your investment ....................................................................... 11
          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 ................. 12
          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 ................. 12
          If we have insufficient working capital reserves, we will have to obtain financing from
               other sources ................................................................................... 12
          The types of properties which we intend to acquire and the area in which we may acquire
               retail centers is limited ....................................................................... 13
          The aggregate amount we may borrow is limited under our articles of incorporation .................... 13
          We have no operating history,  and so we have no history of earnings upon which you could
               evaluate our business ........................................................................... 13
          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 .................................. 13
          Your investment return may be reduced if we are required to register as an investment
               company under the Investment Company Act ........................................................ 15
          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 .............................................................................. 17


                                        i



                                                                                                              
          Our share repurchase program is limited to .50% 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 ..................................... 17
          Stockholders have limited control over changes in our policies ....................................... 17
          If we invest in joint ventures, the objectives of our partners may conflict with our
               objectives ...................................................................................... 17
          If we sell properties by providing financing to purchasers, we will bear the risk of default
               by the purchaser ................................................................................ 18
          If we do not raise sufficient funds, we may not fulfill our investment objectives, including
               asset diversification ........................................................................... 18
          Delays in acquisitions of properties may have an adverse effect ...................................... 18
          We may not be able to immediately invest proceeds in real estate, which will harm your
               returns ......................................................................................... 18
          We depend on our board of directors, advisor and property manager 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 advisor and our other
               affiliates ...................................................................................... 21
          The managing dealer has not made an independent review of us or the prospectus ....................... 21
          Our rights and the rights of our stockholders to take action against our directors and
               officers and the advisor are limited ............................................................ 21
          The business of our advisor and our property manager 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 ...................... 22
          There are inherent risks with real estate investments ................................................ 22
          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 ................... 23
          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 .............................................................................. 23
          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 ........................... 24
          Our properties will be subject to competition for tenants and customers .............................. 24
          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 ................................ 25
          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 ...................................................................... 26
          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 ..... 26


                                       ii



                                                                                                              
          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 ..................................................................... 27
          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 .................................................. 28
          Our investments in unimproved real property may result in additional cost to us to comply
               with re-zoning restrictions or environmental regulations ........................................ 28
          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 ............................... 28
          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 qualify as a REIT or to maintain our REIT status, our dividends will not be
               deductible to us, and our income will be subject to taxation .................................... 29
          You may have tax liability on distributions you elect to reinvest in common stock .................... 29
          The opinion of Duane Morris LLP regarding our status as a REIT does not guarantee our
               ability to remain a REIT ........................................................................ 29
          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 ................................................................................... 30

CAUTIONING NOTE REGARDING FORWARD-LOOKING STATEMENTS ........................................................... 32

HOW WE OPERATE ................................................................................................. 34

CONFLICTS OF INTEREST .......................................................................................... 36

COMPENSATION TABLE ............................................................................................. 39

ESTIMATED USE OF PROCEEDS ...................................................................................... 46

PRIOR PERFORMANCE OF OUR AFFILIATES ............................................................................ 47
          Prior Investment Programs ............................................................................ 47
          Summary Information .................................................................................. 47
          Publicly Registered REITs ............................................................................ 49
          Publicly Registered Limited Partnerships ............................................................. 51
          Private Partnerships ................................................................................. 51
          Private Placement Real Estate Equity Program ......................................................... 53
          Private Placement Note and Mortgage Program .......................................................... 54
          1031 Exchange Private Placement Offering Program ..................................................... 55
          Summary Tables ....................................................................................... 62

MANAGEMENT ..................................................................................................... 64
          Inland Affiliated Companies .......................................................................... 64
          Our General Management ............................................................................... 67
          Our Directors and Executive Officers ................................................................. 68
          Committees of Our Board of Directors ................................................................. 70
          Compensation of Directors and Officers ............................................................... 71
          Executive Compensation ............................................................................... 71


                                       iii



                                                                                                             
          Independent Director Stock Option Plan ............................................................... 71
          Our Advisor .......................................................................................... 73
          Our Advisory Agreement ............................................................................... 73
          The Property Manager and the Management Agreement .................................................... 77
          Inland Securities Corporation ........................................................................ 80

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OUR ADVISOR ............................. 83

PRINCIPAL STOCKHOLDERS ......................................................................................... 85

OUR STRUCTURE AND FORMATION .................................................................................... 86
          Structure ............................................................................................ 86

SELECTED FINANCIAL DATA ........................................................................................ 87

INVESTMENT OBJECTIVES AND POLICIES ............................................................................. 88
          General .............................................................................................. 88
          Distributions ........................................................................................ 88
          Types of Investments ................................................................................. 88
          Property Acquisition Standards ....................................................................... 89
          Description of Leases ................................................................................ 90
          Property Acquisition ................................................................................. 91
          Borrowing ............................................................................................ 91
          Sale or Disposition of Properties .................................................................... 92
          Change in Investment Objectives and Policies ......................................................... 93
          Investment Limitations ............................................................................... 93
          Other Investments .................................................................................... 93
          Appraisals ........................................................................................... 93
          Return of Uninvested Proceeds ........................................................................ 94
          Additional Offerings and Exchange Listing ............................................................ 94
          Joint Ventures ....................................................................................... 95
          Construction and Development Activities .............................................................. 95
          Other Policies ....................................................................................... 96

REAL PROPERTY INVESTMENTS ...................................................................................... 98
          Investing in REITS ................................................................................... 98
          General .............................................................................................. 98
          Insurance Coverage on Properties .....................................................................100
          Properties ...........................................................................................100
          Potential Property Acquisitions ......................................................................101
          Potential Property: Peoria Station, Peoria, Arizona ..................................................102

CAPITALIZATION .................................................................................................104

MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION ................................................105
          Liquidity and Capital Resources ......................................................................105
          Capital Resources ....................................................................................106
          Results of Operations ................................................................................108
          Funds from Operations ................................................................................108
          Initial Property .....................................................................................108
          Critical Accounting Policies .........................................................................108
          New Accounting Pronouncement ........................................................................ 111
          Inflation ............................................................................................111
          Quantitative and Qualitative Disclosures About Market Risk ...........................................111

DESCRIPTION OF SECURITIES ......................................................................................113


                                       iv



                                                                                                             
          Authorized Stock .....................................................................................113
          Common Stock .........................................................................................113
          Preferred Stock ......................................................................................114
          Issuance of Additional Securities and Debt Instruments ...............................................115
          Restrictions on Issuance of Securities ...............................................................115
          Restrictions on Ownership and Transfer ...............................................................115
          Provisions of Maryland Law and of Our Articles of Incorporation and Bylaws ...........................118

SHARES ELIGIBLE FOR FUTURE SALE ................................................................................120
          Shares to be Outstanding or Issuable upon Exercise or Conversion of Other Outstanding
               Securities ......................................................................................120
          Securities Act Restrictions ..........................................................................120
          Independent Director Stock Option Plan ...............................................................121
          Effect of Availability of Shares on Market Price of Shares ...........................................121
          Registration Rights ..................................................................................121

SUMMARY OF OUR ORGANIZATIONAL DOCUMENTS ........................................................................123
          Articles of Incorporation and Bylaw Provisions .......................................................123
          Stockholders' Meetings ...............................................................................123
          Board of Directors ...................................................................................124
          Stockholder Voting Rights ............................................................................124
          Rights of Objecting Stockholders .....................................................................125
          Stockholder Lists; Inspection of Books and Records ...................................................125
          Amendment of the Organizational Documents ............................................................126
          Dissolution or Termination of the Company ............................................................126
          Advance Notice of Director Nominations and New Business ..............................................126
          Restrictions on Certain Conversion Transactions and Roll-Ups .........................................127
          Limitation on Total Operating Expenses ...............................................................129
          Transactions with Affiliates .........................................................................130
          Restrictions on Borrowing ............................................................................130
          Restrictions on Investments ..........................................................................131

FEDERAL INCOME TAX CONSIDERATIONS ..............................................................................134
          Federal Income Taxation as a REIT ....................................................................134
          Federal Income Taxation of Stockholders ..............................................................140
          Other Tax Considerations .............................................................................143

ERISA CONSIDERATIONS ...........................................................................................145

PLAN OF DISTRIBUTION ...........................................................................................148
          General ..............................................................................................148
          Escrow Conditions ....................................................................................148
          Subscription Process .................................................................................149
          Representations and Warranties in the Subscription Agreement .........................................150
          Determination of Your Suitability as an Investor .....................................................150
          Compensation We Will Pay for the Sale of Our Shares ..................................................151
          Volume Discounts .....................................................................................152
          Deferred Commission Option ...........................................................................153
          Indemnification ......................................................................................155

HOW TO SUBSCRIBE ...............................................................................................157

SALES LITERATURE ...............................................................................................159

DISTRIBUTION REINVESTMENT AND SHARE REPURCHASE PROGRAMS ........................................................160


                                        v



                                                                                                            
          Distribution Reinvestment Program ....................................................................160
          Share Repurchase Program .............................................................................161

REPORTS TO STOCKHOLDERS ........................................................................................164

PRIVACY POLICY NOTICE ..........................................................................................165

LITIGATION .....................................................................................................165

RELATIONSHIPS AND RELATED TRANSACTIONS .........................................................................166

LEGAL MATTERS ..................................................................................................172

EXPERTS ........................................................................................................172

WHERE YOU CAN FIND MORE INFORMATION ............................................................................172

Index to Financial Statements ..................................................................................F-i

Appendix A - Prior Performance Tables ..........................................................................A-1

Appendix B - Dividend 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 F - Privacy Policy Notice .............................................................................F-1


                                       vi


                               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. We intend to operate as
a real estate investment trust, or a REIT, for federal and state income tax
purposes beginning with the tax year ending December 31, 2003. We intend that
our company will own all of our assets, either directly or indirectly. We
currently have one stockholder, our advisor, Inland Western Retail Real Estate
Advisory Services, Inc. In March 2003, our advisor purchased from us 20,000
shares for $10 per share for an aggregate purchase price of $200,000 in
connection with our organization.

     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 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. We have, however,
only identified one property in Phoenix, Arizona, to purchase from the proceeds
of this offering.

     The retail centers we intend to acquire would be located primarily in
states west of the Mississippi River in the United States. 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.

     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;

                                        1


     -    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.

OUR SPONSOR, OUR 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 advisor.
Inland Securities Corporation, another affiliate of The Inland Group, is the
managing dealer of this offering. Inland Western Management Corp., our property
manager, is an entity owned principally by individuals who are affiliates of The
Inland Group. The principal executive offices of The Inland Group, our sponsor,
our advisor and our property manager are located at 2901 Butterfield Road, Oak
Brook, Illinois 60523 and their telephone number is (630) 218-8000.

                                        2


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

                              ORGANIZATIONAL CHART


                        ---------          ---------          ---------          ---------
                        Daniel L.          Robert H.          G. Joseph          Robert D.
                        Goodwin*             Baum*             Cosenza*           Parks*
                        ---------          ---------          ---------          ---------
                           ||                  ||                 ||                ||
                           ===========================================================
                                                        ||
                                              -----------------------
                                              THE INLAND GROUP, INC.*
                                              -----------------------
                                                        ||
      =============================================================================================================
      ||                    ||                          ||                                    ||                   |
---------------    -------------------           -----------------                   ------------------            |
  The Inland       The Inland Property              Inland Real                          Inland Real               |
Services Group,         Management               Estate Investment                   Estate Transaction            |
     Inc.               Group, Inc.                 Corporation                          Group, Inc.               |
                                                   (our sponsor)                                                   |
---------------    -------------------           -----------------                   -------------------           |
      |                      |                            |                                     |                  |
      |                      |             ==========================================           |                  |
      |                      |             ||                ||                    ||           |                  |
      |                      |         -----------  ---------------------  ------------------   |        ----------------------
      |                      |           Inland     Inland Western Retail  Inland Partnership   |            Inland Mortgage
---------------    -----------------    Securities   Real Estate Advisory    Property Sales     |        Investment Corporation
Inland Risk and      Inland Western    Corporation     Services, Inc.         Corporation       |
   Insurance        Management Corp.                    (our advisor)                           |
  Management       (property manager)  -----------  ---------------------  ------------------   |        ----------------------
Services, Inc.                              |              |                                    |                   |
---------------    -----------------        |              |                                    |                   |
      |                      |              |              |     ================================            =================
      |                      |              |              |     ||                ||          ||            ||             ||
      |                      |              |              |    -------------  ----------- ------------- ----------- ---------------
      |                      |              |              |     Inland Real   Inland Real  Inland Real    Inland    Inland Mortgage
  ---------                  |              |              |    Estate Sales,    Estate       Estate       Mortgage      Servicing
  Insurance                  |              |              |         Inc.      Development Acquisitions, Corporation   Corporation
  Services                   |              |              |                   Corporation     Inc.
  ---------                  |              |              |    -------------  ----------- ------------- ----------- ---------------
      |                      |              |              |          |             |            |             |             |
      |                      |              |              |          |             |            |             |             |
      |                      |              |              |    --------------      |            |             |             |
      |                      |              |              |     Real Estate        |            |             |             |
      |                      |              |              |    Sales Services      |            |             |             |
      |                      |              |              |    --------------      |            |             |             |
      |                      |              |              |          |             |            |             |             |
      |                      |              |              |          |             |            |             |             |
      |           --------------------   ----------  ---------------  |    -----------------  -----------   ---------- -------------
      |            Property Management   Securities   Organization,   |     Construction and    Property     Mortgage  Mortgage Loan
      |           and Related Services     Sales        Advisory      |       Development     Acquisition    Brokerage   Servicing
      |                                              and Real Estate  |        Services         Services     Services
      |                                                 Services      |
      |           --------------------   ----------  ---------------  |    -----------------  -----------   ---------- -------------
      |                      |              |              |          |             |            |              |             |
      |                      |              |              |          |             |            |              |             |
      |                      |              |              |          |             |            |              |             |
      |                      |              |              |          |             |            |              |             |
      |                      |              |              |          |             |            |              |             |
      |                      |              |              |          |             |            |              |             |
------------------------------------------------------------------------------------------------------------------------------------
                                              Inland Western Retail Real Estate Trust, Inc.
                      We will be 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);

     -    we have no operating history nor established financing sources;

     -    we have identified only one property to be purchased with the proceeds
          of this offering;

     -    if we raise the minimum amount, we will not have sufficient resources
          to acquire the identified property. We need to raise in excess of $26
          million to acquire this property;

     -    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 advisor and the advisor is owned by our
          sponsor or their affiliates;

     -    our advisor and its affiliates will receive substantial fees,
          including participation in proceeds from the sales, refinancing or
          liquidation of our assets;

     -    our advisor, property manager 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 advisors 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 advisor and
               our affiliates; and

          -    the allocation of investment opportunities between us and their
               other business ventures.

     -    the management fee structure could result in our advisor recommending
          riskier or more speculative investments;

     -    we may make distributions that include a return of principal for
          federal tax purposes;

     -    we may fail to qualify as a REIT;

     -    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;

                                        4


     -    we will not be able to meet our business objectives if we only acquire
          one single net leased property; and

     -    risks that incentive structure of fees payable to our advisor and its
          affiliates may encourage our 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
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 REGISTERED REIT. INLAND REAL ESTATE CORPORATION
IS A SELF-ADMINISTERED REIT 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. 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. 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, Roberta S. Matlin,
          Scott W. Wilton, Kelly E. Tucek, 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.
          and Inland Western Management Corp. 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 all properties west
          of the Mississippi River;

     -    acquisition of properties from an affiliate who has a contract to
          acquire it from PDG America; 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 advisor and/or our property manager for shares of common stock.

                                        5


COMPENSATION TO BE PAID TO OUR ADVISOR AND AFFILIATES

     We intend to pay our advisor and affiliates substantial fees for managing
our business.

     We will also pay the advisor and other affiliates of our sponsor a number
of other fees for services or expense reimbursements during our offering,
operational and liquidation stage.

 Set forth below is a tabular summary of fees and compensation payable to our
 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

 Marketing contribution and due diligence           3.0% of the gross offering proceeds
 allowance                                          Estimated maximum:  $75,000,000

 Reimbursable expenses and other                    We will reimburse our sponsor for
 expenses of issuance                               actual costs incurred on our behalf in
                                                    connection with this offering.
                                                    Estimated amount: $14,684,000

      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:
                                                    Estimated maximum:  $13,450,000

      Operational stage:

 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 MANAGER.                         fee which would be payable to an
                                                    unrelated third party). Actual amounts
                                                    cannot be determined at the present
                                                    time. We will pay the fee for services
                                                    in connection with the rental, leasing,
                                                    operation and management of the
                                                    properties.

 Loan servicing fee                                 .08% 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. Actual amounts cannot be
                                                    determined at the present time.

 Reimbursable expenses relating to administrative   The compensation and reimbursements to
 services                                           our 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.


                                        6



                                                
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 ADVISOR.                      paid to a third party. Actual amounts
                                                   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 ADVISOR.                      non-cumulative, non-compounded return,
                                                   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.

     Liquidation stage:

Incentive advisory fee                             After our stockholders have first
THIS FEE TERMINATES UPON A BUSINESS                received a 10% cumulative,
COMBINATION WITH THE ADVISOR.                      non-compounded return and a return on
                                                   their net investment, an incentive
                                                   advisory fee equal to 15% on net
                                                   proceeds from the sale of a property
                                                   will be paid to our advisor. Actual
                                                   amounts cannot be determined at the
                                                   present time. We will pay the fee for
                                                   services in connection with the
                                                   disposition of our properties.


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 prospectus,
          we had not paid the purchase price of any properties using shares or
          interests in entities that will own our properties.

                                        7


     -    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 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 emphasize regular maintenance and periodic renovation to
          meet the needs of tenants and to maximize long-term returns.

     -    We intend to maintain a diversified tenant base at our retail centers,
          consisting primarily of retail tenants providing consumer goods and
          services.

SHARES SOLD BEFORE THE OFFERING

     This is our initial public offering. We issued 20,000 shares of our common
stock for $10 per share, or an aggregate purchase price of $200,000, to our
advisor in connection with our organization.

TERMS OF THE OFFERING

     If we only sell the minimum offering, we will have sold a total of 220,000
shares. If we sell the maximum amount of shares under the offering, we will have
sold a total of 250,020,000. These numbers do not include shares issued upon
exercise of options granted and which may be granted under our independent
director stock option plan.

     We are offering a minimum of 200,000 shares ($2,000,000) and a maximum of
250,000,000 shares ($2,500,000,000). We are offering 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 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.

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

                                        8


          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.

     -    You are looking for a hedge against inflation. We intend 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.

     WE CANNOT GUARANTEE THAT WE WILL ACHIEVE THESE OBJECTIVES.

DISTRIBUTIONS

     We intend 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

     We have identified one property for purchase in the state of Arizona.

     We anticipate purchasing an existing shopping center known as Peoria
Station, which will contain 181,500 gross leasable square feet upon completion
of the current redevelopment. The center currently contains 140,019 gross
leasable square feet. The center is located at 10160 North 67th Avenue in
Peoria, Arizona.

     An affiliate of our advisor has entered into a contract to acquire this
property. We anticipate that the affiliate will assign this purchase contract to
us for no cost to us. We would then anticipate purchasing Peoria Station from
PDG America, an unaffiliated third party. Our total acquisition cost, including
expenses, is expected to be approximately $25,867,000. This amount may be
adjusted based on actual rental rates achieved on the redeveloped square feet.
This amount may also 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 $143 per square foot of
leasable space.

SHARE REPURCHASE PROGRAM

     We intend to institute a share repurchase program. Our share repurchase
program may 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 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.

                                        9


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. This first scenario assumes we sell the minimum number of 200,000
shares of common stock in this offering. The second scenario assumes:

     -    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 both scenarios we have not given effect to any special sales or
volume discounts which could reduce selling commissions.



                                                                               MAXIMUM OFFERING
                                                                     (INCLUDING SHARES SOLD UNDER THE
                                          MINIMUM OFFERING               DISTRIBUTION REINVESTMENT
                                           200,000 SHARES                        PROGRAM)
                                ---------------------------------    ---------------------------------
                                    AMOUNT           PERCENT              AMOUNT           PERCENT
                                ---------------   ---------------    ---------------   ---------------
                                                                                    
Gross proceeds ..............   $     2,000,000             100.0%   $ 2,690,000,000            100.00%
                                ---------------   ---------------    ---------------   ---------------
Less expenses:
    Selling commissions .....           150,000               7.5%       187,500,000              6.97%
    Marketing contribution ..            60,000               3.0%        75,000,000              2.79%
    Organization and offering            90,000               4.5%        14,684,000               .55%
                                ---------------   ---------------    ---------------   ---------------
    Total expenses ..........           300,000              15.0%       277,184,000             10.30%
                                ---------------   ---------------    ---------------   ---------------

Gross amount available ......         1,700,000              85.0%     2,412,816,000             89.70%
Less
    Acquisition expenses ....            10,000               0.5%        13,450,000              0.50%
    Working capital reserve .            20,000               1.0%        26,900,000              1.00%
                                ---------------   ---------------    ---------------   ---------------
Net cash available ..........   $     1,670,000             83.50%   $ 2,372,466,000             88.20%
                                ===============   ===============    ===============   ===============


                                       10


                                  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.

     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 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.

     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.

     YOU DO NOT KNOW WHAT REAL PROPERTIES AND OTHER ASSETS WE MAY ACQUIRE IN THE
FUTURE, AND MUST RELY ON OUR ADVISOR, OUR BOARD AND OFFICERS TO SELECT THEM AND
STOCKHOLDERS WILL NOT PARTICIPATE IN THESE DECISIONS. We intend to acquire
commercial retail properties. We have only recently identified one property we
intend to acquire. However, no information is available as to the
identification, location, operating histories, lease terms or other relevant
economic and financial data of any real properties or other assets we may
purchase in the future. As a result, you must rely on us to locate and acquire
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 operating efficiencies. In addition, the number of entities and the
amount of funds competing for suitable

                                       11


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 advisor and affiliates of our advisor in
connection with our operation and the management of our assets, and for
obtaining and retaining investors for our common stock. We will be limited to
acquiring properties that are located west of the Mississippi River and single
net lease properties located anywhere in the United States and therefore our
geographic diversity will 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.

     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.

     IF WE HAVE INSUFFICIENT WORKING CAPITAL RESERVES, WE WILL HAVE TO OBTAIN
FINANCING FROM OTHER SOURCES. We intend to establish 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

                                       12


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 intend to primarily acquire and manage
retail centers. Our acquisition of retail centers is limited primarily to 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.

     WE CURRENTLY PLAN TO ACQUIRE ONLY ONE SINGLE NET LEASED PROPERTY. We
currently only have an agreement to acquire one single net leased property. We
will not be able to meet our business objectives if we only acquire one single
net leased property. This limitation could have an adverse effect on our
business.

     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. 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.

     WE HAVE NO OPERATING HISTORY, AND SO WE HAVE NO HISTORY OF EARNINGS UPON
WHICH YOU COULD EVALUATE OUR BUSINESS. We were incorporated on March 5, 2003. We
have only recently begun operations. We have not acquired any properties or
hired any employees. Therefore, we have no operating history upon which you can
evaluate our business and prospects. We have no income, cash flow, funds from
operations or funds available to make distributions to you. We may be unable to
conduct our business as we intend to do. You must carefully consider the risks
and uncertainties frequently encountered in new companies like ours. Because we
have no operating history, we have no historical basis for predicting if our
business will be successful.

     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:

                                       13


     -    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, commencing March 1, 2003,
          subject to some exceptions, no person may beneficially own more than
          9.8% of our common stock.

     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 unless, 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, 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

                                       14


          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 a two-thirds of the votes
          entitled to be cast on the matter; shares of stock owned by interested
          stockholders, that 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. 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

                                       15


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 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

                                       16


          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 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.

     As we have yet to raise any money, our board has not yet established
policies and procedures regarding our use of derivative financial instruments
for hedging or other purposes.

     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

                                       17


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 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.

     IF WE DO NOT RAISE SUFFICIENT FUNDS, WE MAY NOT FULFILL OUR INVESTMENT
OBJECTIVES, INCLUDING ASSET DIVERSIFICATION. We are making this offering on a
best efforts basis and it is conditioned on the sale of at least 200,000 shares
of common stock for $2,000,000. Because this offering will be made on a best
efforts basis, our potential profitability and our ability to continue to
diversify our investments, both geographically and by type of properties
purchased, will be limited by the amount of funds we raise. We will be able to
purchase additional properties only as additional funds are raised. We cannot
guarantee that we will sell the minimum number of shares and, if we do not, all
proceeds from subscribers will be returned to them together with the interest
earned on the proceeds. We have committed to pay approximately $26 million for
the property to be purchased by us located in Phoenix, Arizona. In addition,
expenses that we will incur in connection with this offering will impact the
amount of funds that we have available to fulfill our investment objectives. If
we only sell the minimum amount, we will incur $300,000 in expenses, and
therefore will only have $1.7 million available for investment purposes. Funds
that we apply towards offering expenses will reduce the amount of funds
available for investment purposes. If we do not raise the minimum offering
amount, then we will not be able to fulfill our investment objectives. See "Plan
of Distribution -- Escrow Conditions" for explanations of when uninvested
proceeds and escrowed funds will be returned to you. If we sell the maximum
amount, we estimate our total expenses will be $277 million, leaving
approximately $2.4 billion available for investment purposes.

     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

                                       18


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, ADVISOR AND PROPERTY MANAGER 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 advisor, the property manager, their affiliates and employees for day-to-day
operations. Therefore, we depend heavily on the ability of the 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 advisor or its affiliates. The loss of any of these individuals could have a
material adverse effect on us. These individuals include Robert D. Parks, G.
Joseph Cosenza, Thomas P. McGuinness, Roberta S. Matlin and Brenda G. Gujral.

     Our advisor must reimburse us for certain operational stage expenses
exceeding 15%. If the 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 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 advisor and
affiliates will provide to us. Those officers 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., Inland Real Estate Corporation, Inland Real
Estate Exchange Corporation and entities to be formed by The Inland Group, Inc.,
Inland Western Retail Real Estate Advisory Services, Inc., our advisor. Inland
Real Estate Corporation is a publicly registered REIT. Inland Real Estate
Corporation is a self-administered REIT 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, Inc. Inland Retail Real Estate Trust, Inc. 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. Our advisor
receives fees based on the book value 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 effect our cash flow and our
          ability to pay your distributions.

     -    WE MAY PURCHASE REAL PROPERTIES FROM PERSONS WITH WHOM OUR ADVISOR OR
          ITS AFFILIATES HAVE PRIOR BUSINESS RELATIONSHIPS AND OUR INTERESTS IN
          THESE BUSINESS RELATIONSHIPS MAY BE DIFFERENT FROM THE INTERESTS OF
          OUR 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 advisor or its

                                       19


          affiliates. If we purchase properties from these third parties, our
          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 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 ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS, FEES AND OTHER
          COMPENSATION BASED UPON OUR INVESTMENTS AND THEREFORE OUR ADVISOR AND
          ITS AFFILIATES MAY RECOMMEND THAT WE MAKE INVESTMENTS IN ORDER TO
          INCREASE THEIR COMPENSATION. Our 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 advisor's ability to
          receive fees and reimbursements depends on our continued investment in
          properties and in other assets which generate fees. Our advisor
          received fees based on the book value of the properties under
          management. Our property manager receives fees based on the income
          from properties under management. Therefore, our advisor and/or
          property manager may recommend that we purchase properties that
          generate fees for our advisor and property manager, but are not
          necessarily the most suitable investment for our portfolio. In
          addition, our affiliates, who receive fees, including our advisor, may
          recommend that we acquire properties, which may result in our
          incurring substantive amounts of indebtedness. Therefore, the interest
          of our 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 ADVISOR MAY HAVE CONFLICTING FIDUCIARY OBLIGATIONS IF WE ACQUIRE
          PROPERTIES WITH ITS AFFILIATES. Our advisor may cause us to acquire an
          interest in a property through a joint venture with its affiliates. In
          these circumstances, our 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 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 ADVISOR AND OUR
          ADVISOR MAY NOT DEDICATE THE TIME NECESSARY TO MANAGER OUR BUSINESS.
          We rely on our advisor and its affiliates for our daily operation and
          the management of our assets. Our officers and other personnel of our
          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, reimbursement for
          marketing and due diligence expenses, and the receipt of warrants. Our
          managing dealer may be subject to a conflict of interest arising out
          of

                                       20


          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 ADVISOR AND OUR PROPERTY MANAGER
          WITHOUT FURTHER ACTION BY OUR STOCKHOLDERS. During the term of our
          agreements with our advisor and our property manager, we have the
          option to acquire or consolidate the business conducted by them
          without any consent of our stockholders, our advisor or our property
          manager. 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 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 ADVISOR AND
OUR OTHER AFFILIATES. Because the fees that we will pay to our 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.

     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 contribution and a due
diligence expense allowance.

     OUR RIGHTS AND THE RIGHTS OF OUR STOCKHOLDERS TO TAKE ACTION AGAINST OUR
DIRECTORS AND OFFICERS AND THE 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 ordinary 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 advisor, require us to
indemnify our directors, officers, employees and agents and the 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,

                                       21


and the 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 advisor in some cases. See "Limitation of Liability
and Indemnification of Directors, Officers and Our Advisors."

     THE BUSINESS OF OUR ADVISOR AND OUR PROPERTY MANAGER MAY BE ACQUIRED BY US
WITHOUT FURTHER ACTION OF OUR STOCKHOLDERS. During the term of our agreements
with our advisor and our property manager, we have the option to cause the
business conducted by our advisor and/or our property manager (including all of
their assets) to be acquired by or consolidated into us, without any consent of
our stockholders, our advisor or our property manager 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 five years from the date of
this prospectus. 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 advisor and our
property manager 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 advisor and/or our property manager, 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 result, our stockholders will not have a right to vote on a decision to
acquire the advisor or property manager 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:

                                       22


     -    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. Our
properties will be located mainly 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 this region and in the
market for retail space generally. Therefore, to the extent that there are
adverse economic conditions in this region 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.

     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 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

                                       23


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
retail 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 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
intend to locate our properties in developed areas. Therefore, there are and
will undoubtedly be numerous other retail

                                       24


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 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 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

                                       25


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.

     The United States' armed conflict in Iraq could have a further impact on
our tenants. The consequences of any armed conflict 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 a continuation of the current 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

                                       26


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
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.

                                       27


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.

     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 intend 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. The 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

                                       28


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
the effects of federal, state and local income tax law on an investment and on
your individual tax situation.

     IF WE FAIL TO QUALIFY AS A REIT OR TO MAINTAIN OUR REIT STATUS, OUR
DIVIDENDS WILL NOT BE DEDUCTIBLE TO US, AND OUR INCOME WILL BE SUBJECT TO
TAXATION. We intend to qualify as a REIT under the Internal Revenue Code of
1986, as amended, which will afford us significant tax advantages. The
requirements for this qualification, however, are complex. If we fail 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,
will render its opinion upon commencement of this offering that we will qualify
as a REIT, based upon our representations as to the

                                       29


manner in which we will be 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 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:

                                       30


     -    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.

             [THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

                                       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;

     -    we have no operating history nor established financing sources;

     -    we have identified only one property to be purchased with the proceeds
          of this offering;

     -    if we raise the minimum amount, we will not have sufficient resources
          to acquire the identified property. We need to raise in excess of $26
          million to acquire this property;

     -    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 advisor and the advisor is owned by our
          sponsor or their affiliates;

     -    our advisor and its affiliates will receive substantial fees,
          including participation in proceeds from the sales, refinancing or
          liquidation of our assets;

     -    our advisor, property manager 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 advisors 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 advisor and our
          affiliates; and

     -    the allocation of investment opportunities between us and their other
          business ventures.

     -    the management fee structure could result in our advisor recommending
          riskier or more speculative investments;

     -    we may make distributions that include a return of principal for
          federal tax purposes;

                                       32


     -    we may fail to qualify as a REIT;

     -    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;

     -    we will not be able to meet our business objectives if we only acquire
          one single net leased property; and

     -    risks that incentive structure of fees payable to our advisor and its
          affiliates may encourage our advisor to make investments that have
          greater risks to generate higher fees.

     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.

             [THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

                                       33


                                 HOW WE OPERATE

     We intend to 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 advisor. Our advisor has the responsibility for our
day-to-day operations and the management of our assets.

     In addition to the services of our advisor, we contract with Inland Western
Management Corp. for their services as our property manager. Inland Western
Management Corp. provides 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 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 manager, Inland Western Management
Corp. is 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

                                       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.          Robert H.          G. Joseph          Robert D.
                        Goodwin*             Baum*             Cosenza*           Parks*
                        ---------          ---------          ---------          ---------
                           ||                  ||                 ||                ||
                           ===========================================================
                                                        ||
                                              -----------------------
                                              THE INLAND GROUP, INC.*
                                              -----------------------
                                                        ||
      =============================================================================================================
      ||                   ||                           ||                                    ||                   |
---------------    -------------------           -----------------                   ------------------            |
  The Inland       The Inland Property              Inland Real                          Inland Real               |
Services Group,         Management               Estate Investment                   Estate Transaction            |
     Inc.               Group, Inc.                 Corporation                          Group, Inc.               |
                                                   (our sponsor)                                                   |
---------------    -------------------           -----------------                   -------------------           |
      |                    |                            ||                                      |                  |
      |                    |               ==========================================           |                  |
      |                    |               ||                ||                    ||           |                  |
      |                    |           -----------  ---------------------  ------------------   |        ----------------------
      |                    |             Inland     Inland Western Retail  Inland Partnership   |            Inland Mortgage
---------------    -----------------    Securities   Real Estate Advisory    Property Sales     |        Investment Corporation
Inland Risk and      Inland Western    Corporation     Services, Inc.         Corporation       |
   Insurance        Management Corp.                    (our advisor)                           |
  Management       (property manager)  -----------  ---------------------  ------------------   |        -----------------------
Services, Inc.                              |              |                                    |                   |
---------------    -----------------        |              |                                    |                   |
      |                   |                 |              |         ============================            =================
      |                   |                 |              |         ||            ||          ||            ||             ||
      |                   |                 |              |    -------------  ----------- ------------- ----------- ---------------
      |                   |                 |              |     Inland Real   Inland Real  Inland Real    Inland    Inland Mortgage
  ---------               |                 |              |    Estate Sales,    Estate       Estate       Mortgage      Servicing
  Insurance               |                 |              |         Inc.      Development Acquisitions, Corporation   Corporation
  Services                |                 |              |                   Corporation     Inc.
  ---------               |                 |              |    -------------  ----------- ------------- ----------- ---------------
      |                   |                 |              |          |             |            |             |             |
      |                   |                 |              |          |             |            |             |             |
      |                   |                 |              |    -------------       |            |             |             |
      |                   |                 |              |     Real Estate        |            |             |             |
      |                   |                 |              |    Sales Services      |            |             |             |
      |                   |                 |              |    -------------       |            |             |             |
      |                   |                 |              |          |             |            |             |             |
      |                   |                 |              |          |             |            |             |             |
      |           --------------------   ----------  ---------------  |    -----------------  -----------   ---------  -------------
      |            Property Management   Securities   Organization,   |     Construction and    Property     Mortgage  Mortgage Loan
      |           and Related Services     Sales        Advisory      |        Development    Acquisition   Brokerage     Servicing
      |                                              and Real Estate  |        Services         Services     Services
      |                                                 Services      |
      |           --------------------   ----------- ---------------  |    ----------------- ------------   ---------  -------------
      |                   |                 |              |          |             |            |              |             |
      |                   |                 |              |          |             |            |              |             |
      |                   |                 |              |          |             |            |              |             |
      |                   |                 |              |          |             |            |              |             |
      |                   |                 |              |          |             |            |              |             |
      |                   |                 |              |          |             |            |              |             |
------------------------------------------------------------------------------------------------------------------------------------
                                              Inland Western Retail Real Estate Trust, Inc.
                      We will be 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 advisor and their affiliates. All of our agreements and
arrangements with our 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 advisor and its affiliates, and
the limitations on our advisor adopted to address these conflicts, are described
below. Our advisor and its affiliates will try to balance our interests with
their own. However, to the extent that our 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
ADVISOR AND THE INLAND GROUP. Affiliates of our 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 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 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 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 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. However, if any conflicts do arise, they
will be resolved as provided in the agreement with our advisor discussed above.
We currently have identified one property for purchase located in Phoenix,
Arizona. Neither The Inland Group nor any of its affiliates owns or has any
interest in properties adjacent to this property.

                                       36


     All actions taken by our 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
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 advisor or its affiliates. If we purchase properties from these
third parties, our advisor will experience a conflict between our current
interests and its interest in preserving any ongoing business relationship with
these sellers. Nevertheless, our advisor has a fiduciary obligation to us.

     PROPERTY MANAGEMENT SERVICES ARE BEING PROVIDED BY A COMPANY OWNED
PRINCIPALLY BY AFFILIATES OF THE INLAND GROUP. Our property manager, which is
owned principally by individuals who are our affiliates, provides 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 manager. However, our property management services
agreement provides that we pay our property manager 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 advisor and the property manager
believe that the property manager has sufficient personnel and other required
resources to discharge all responsibilities to us.

     OUR ADVISOR AND ITS AFFILIATES RECEIVE COMMISSIONS, FEES AND OTHER
COMPENSATION BASED UPON OUR INVESTMENTS. We believe that the compensation we
will pay to our 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 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 advisor's ability to receive fees and reimbursements
depends on our continued investment in properties and in other assets which
generate fees. Our advisor received fees based on the book value of the
properties under management. Our property manager receives fees based on the
income from properties under management. Therefore, our advisor and/or property
manager may recommend that we purchase properties that generate fees for our
advisor and property manager, but are not necessarily the most suitable
investment for our portfolio. In addition, our affiliates, who receive fees,
including our advisor, may recommend that we acquire properties, which may
result in our incurring substantive amounts of indebtedness. Therefore, the
interest of the 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 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 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

                                       37


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 advisor and its affiliates may do business with others who do business
with us, although presently there are no instances of this. However, our 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 advisor.

     OUR ADVISOR MAY HAVE CONFLICTING FIDUCIARY OBLIGATIONS IF WE ACQUIRE
PROPERTIES WITH ITS AFFILIATES. Our advisor may cause us to acquire an interest
in a property through a joint venture with its affiliates. In these
circumstances, our 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 ADVISOR. We rely on
our advisor and its affiliates for our daily operation and the management of our
assets. Personnel of our 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 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, reimbursement for marketing and due diligence
expenses, and the receipt of warrants. 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 ADVISOR AND OUR PROPERTY MANAGER WITHOUT
FURTHER ACTION BY OUR STOCKHOLDERS. During the term of our agreements with our
advisor and our property manager, we have the option to acquire or consolidate
the business conducted by them without any consent of our stockholders, our
advisor or our property manager. We may elect to exercise this right at any time
after September 15, 2008. Before this date, we need the consent of the advisor
and the property manager to exercise this right. Our decision to exercise this
right will be determined by a vote of a majority of our disinterested directors.
Our advisor and our property manager 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 advisor and/or the property manager for services rendered through the
closing of such acquisitions.

     WE DO NOT HAVE ARM'S-LENGTH AGREEMENTS. As we have noted, our agreements
and arrangements with our 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.

                                       38


                               COMPENSATION TABLE

     The compensation arrangements between us and our 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 advisor and its affiliates. In those instances in which there are
maximum amounts or ceilings on the compensation which may be received, our
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 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 Advisor is allowed.

NONSUBORDINATED PAYMENTS

     The following aggregate amounts of compensation, allowances and fees we may
pay to our 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   The actual amount depends upon the amount of
the managing dealer and         sale price for each share (and reallow 7%),       shares sold. We will not pay selling commissions
dealers designated by the       subject to reduction for special sales under the  if the minimum offering is not sold. If only the
managing dealers referred to    circumstances as described in the "Plan of        minimum offering is sold and there are no
as soliciting dealers. Neither  Distribution - Compensation - We Will Pay For     special sales, a total of $150,000 in selling
the managing dealer, the        the Sale of Our Shares."                          commissions will be paid. A total of
soliciting dealers, nor our                                                       $187,500,000 in selling commissions will be paid
officers or directors will be   We will permit the managing dealer and its        if the maximum offering is sold and there are no
permitted to purchase shares    respective officers and employees and certain of  special sales.
of our stock in order to meet   its affiliates to purchase shares net of sales
the minimum thresholds.         commissions and the marketing contribution and
                                due diligence expense allowance or for $8.95 per
                                share.

                                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%.


                                       39




    TYPE OF COMPENSATION                                                                        ESTIMATED MAXIMUM
        AND RECIPIENT                        METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
Marketing contribution and due  We will pay an amount equal to 2.5% of the gross  The actual amount depends on the number of
diligence expense allowance     offering proceeds to the managing dealer, all or  shares. If there are no special sales,
paid to the managing dealer     a portion of which may be passed on to            approximately the following amounts will be paid
and soliciting dealers.         soliciting dealers, in lieu of reimbursement of   for the marketing contribution and the due
                                specific expenses associated with marketing. We   diligence expense allowance:
                                may pay an additional 0.5% of the gross offering
                                proceeds to the managing dealer, which will be    -    $60,000 if we sell the minimum number of
                                passed on to the soliciting dealers, for due           shares; or
                                diligence expenses. We will not pay the
                                marketing contribution and due diligence expense  -    $75,000,000 if we sell the maximum number of
                                allowance in connection with any special sales,        shares.
                                except those receiving volume discounts and
                                those described in "Plan of Distribution -
                                Volume Discounts."

Other expenses of issuance      We expect to incur the following expenses in      All amounts other than the Securities and
and distribution                connection with this offering:                    Exchange Commission registration fee and the
                                                                                  NASD filing fee are estimates. The actual
                                Securities and Exchange                           amounts of these expenses cannot be determined
                                Commission registration fee        $    217,621   at the present time. We estimate the total
                                NASD filing fee                    $     30,500   amount of the issuance and distribution expenses
                                Printing and mailing expenses      $  3,500,000   to be approximately $14,684,121.
                                Blue Sky fees and expenses         $    136,000
                                Legal fees and expenses            $    650,000
                                Accounting fees and expenses       $    650,000
                                Advertising and sales literature   $  5,000,000
                                Due diligence                      $  3,000,000
                                Transfer Agent fees                $    800,000
                                Data processing fees               $    500,000
                                Bank fees and other
                                  administrative expenses          $    200,000

                                We will reimburse our sponsor for actual costs    Expenses of approximately $691,911 have been
                                incurred in connection with the offering on our   advanced by our sponsor through June 30, 2003 in
                                behalf. However, if the aggregate of all          connection with this offering. We may reimburse
                                offering expenses, including selling              for offering expenses advanced:
                                commissions, the marketing contribution and due   -    $90,000 if we sell the minimum offering
                                diligence expense allowance, exceeds 15% of the        based on the 15% limitation; or
                                gross offering proceeds, or if the aggregate of
                                all offering expenses, excluding the selling      -    $14,684,000 if we sell the maximum
                                expenses, exceeds 5.5% of the gross offering           offering.
                                proceeds, our advisor or its affiliates will
                                promptly pay the excess and we will have no       If the offering is not successful, then our
                                liability for these expenses at any time          sponsor will be solely responsible for the
                                afterward.                                        organization and offering expenses to the extent
                                                                                  it has not been reimbursed.


                                       40




    TYPE OF COMPENSATION                                                                        ESTIMATED MAXIMUM
        AND RECIPIENT                        METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                               ACQUISITION STAGE

Acquisition expenses paid to    We will pay an amount, estimated to be up to      We may pay the following amounts for the
our advisor's affiliates,       0.5% of the total of (1) the gross offering       reimbursement of acquisition expenses:
Inland Real Estate              proceeds from the sale of 250,000,000 shares,
Acquisitions, Inc., The Inland  (2) the gross proceeds from the sale of up to     -    no more than $10,000 if the minimum number
Real Estate Group, Inc. and     20,000,000 shares pursuant to the distribution         of shares are sold; or
Inland Western Management       reinvestment programs. The acquisition expenses
Corp.                           for any particular property will not exceed 6%    -    no more than $13,450,000 if the maximum
                                of the gross purchase price of the property.           number of shares are sold and all of the
                                                                                       20,000,000 shares are sold pursuant to the
                                However, if we request additional services, the        distribution reinvestment program.
                                compensation will be provided on separate
                                agreed-upon terms and the rate will be approved   However, the actual amounts cannot be determined
                                by a majority of disinterested directors,         at the present time.
                                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 advisor and its      The actual amounts are dependent on actual
advisor and Inland Mortgage     affiliates in order to acquire properties. In     borrowings. Therefore, these amounts cannot be
Corporation in connection with  such instances, we will pay our advisor and its   determined at the present time.
loans.                          affiliates interest, at prevailing market rates.


    TYPE OF COMPENSATION                                                                        ESTIMATED MAXIMUM
        AND RECIPIENT                        METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                              OPERATIONAL STAGE

Property management fee paid    We will pay a monthly fee of 4.5% of the gross    The actual amounts are dependent upon results of
to our property manager,        income from the properties. We will also pay a    operations and, therefore, cannot be determined
Inland Western Management       monthly fee for any extra services equal to no    at the present time. If we acquire the
Corp. We will pay the fee for   more than 90% of that which would be payable to   businesses of our advisor and/or our property
services in connection with     an unrelated party providing the services. The    manager, the property management fees will
the rental, leasing, operation  property manager may subcontract its duties for   cease.
and management of the           a fee that may be less than the fee provided for
properties.                     in the management services agreements.

Advisor asset management fee.   We will pay our advisor an asset management fee   The actual amounts are dependent upon results of
We will pay the fee for         after our stockholders have first received a 6%   operations and, therefore, cannot be determined
services in connection with     annual return.                                    at the present time.
our day-to-day operations,
including making strategic
decisions, performing
day-to-day operations that
include accounting, investment
advisory services, risk
management services and tax
reduction services and
providing other services as
our board deems appropriate.


                                       41




    TYPE OF COMPENSATION                                                                        ESTIMATED MAXIMUM
        AND RECIPIENT                        METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                              OPERATIONAL STAGE

Reimbursable expenses to our    We will reimburse some expenses of the advisor.   The actual amounts are dependent upon results of
advisor. These may include      The compensation and reimbursements to our        operations and, therefore, cannot be determined
costs of goods and services,    advisor will be approved by a majority of our     at the present time.
administrative services and     directors and a majority of our independent
non-supervisory services        directors as fair and reasonable for us.
performed directly for us by
independent parties.

We will reimburse some          Inland Risk and Insurance Management Services     The actual amounts are dependent upon results of
expenses of the Inland Risk     charges us $50 per hour for assistance in         operations and, therefore, cannot be determined
and Insurance Management        obtaining insurance coverage. Any commissions     at the present time.
Services for insurance          they receive are credited against this hourly
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 us  The actual amounts are dependent upon results of
Mortgage Servicing Corporation  .03% per year on the first billion dollars of     operations and, therefore, cannot be determined
and Inland Mortgage Investment  mortgages serviced and .01% thereafter. Inland    at the present time.
Corporation for purchase, sale  Mortgage Investment Corporation charges us .02%
and servicing of mortgages.     of the principal amount of each loan placed. The
                                compensation to these companies will be approved
                                by a majority of our directors and a majority of
                                our independent directors as fair and reasonable
                                for us.


    TYPE OF COMPENSATION                                                                        ESTIMATED MAXIMUM
        AND RECIPIENT                        METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                              LIQUIDATION STAGE

Property disposition fee        We may pay a property disposition fee to our      The actual amounts to be received depend upon
payable to our advisor's        advisor and its affiliates if we sell any of our  the sale price of our properties and, therefore,
affiliates, Inland Real Estate  real property in an amount equal to the lesser    cannot be determined at the present time. If we
Sales, Inc. and Inland          of:                                               acquire the advisor, the property disposition
Partnership Property Sales                                                        fee will cease.
Corp.                           1.   3% of the contract sales price of the
                                     property; or

                                2.   50% of the customary commission which would
                                     be paid to a third party broker for the
                                     sale of a comparable property.

                                The amount paid, when added to the


                                       42




 TYPE OF COMPENSATION AND                                                                      ESTIMATED MAXIMUM
        RECIPIENT                            METHOD OF COMPENSATION                               DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                              LIQUIDATION STAGE

                                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 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 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 of  The actual amounts to be received depend upon
payable to our advisor.         not more than 1% of our average assets. Our       the sale price of our properties and, therefore,
                                average assets means the average of the total     cannot be determined at the present time. If we
                                book value of our real estate assets plus the     acquire the advisor, the property disposition
                                total value of our loans receivables secured by   fee will cease.
                                real estate, before reserves for 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 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)  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,


                                       43



                                                                            
                                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.


   TYPE OF COMPENSATION AND                                                                       ESTIMATED MAXIMUM
          RECIPIENT                          METHOD OF COMPENSATION                                  DOLLAR AMOUNT
------------------------------  ------------------------------------------------  ------------------------------------------------
                                                                            
                                               LIQUIDATION STAGE
Incentive advisory fee payable  We will pay to the advisor an amount equal to     The actual amounts to be received depend upon
to our advisor.                 15% of the net proceeds from the sale of a        the sale price of our properties and,
                                property after the stockholders have first        therefore, cannot be determined at the present
                                received:                                         time. If we acquire or consolidate with the
                                                                                  business conducted by our advisor, the
                                (1)  a cumulative non-compounded return equal to  incentive advisory fee will terminate.
                                     10% a year on their net investment; and

                                (2)  their net investment.


                                       44


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 an annual fee of    We will pay the five independent directors
                                $5,000 and a fee of $500 for attending each       $25,000 in the aggregate, plus fees for
                                meeting of the board or one of its committees in  attending meetings. The actual amounts to be
                                person and $350 for attending a meeting via the   received for meetings depends upon the number
                                telephone. Our officers who are also our          of meetings and their attendance and,
                                directors do not receive director fees.           therefore, cannot be determined at the present
                                                                                  time.

Stock options to independent    Each independent director receives                This form of compensation is not paid in cash.
directors
                                -    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."


                                       45


                            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. This first scenario assumes we sell the minimum number of 200,000
shares of common stock in this offering. The second scenario assumes:

     -    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 both scenarios we have not given effect to any special sales or
volume discounts which could reduce selling commissions.



                                                                                                      MAXIMUM OFFERING
                                                                                              (INCLUDING SHARES SOLD UNDER THE
                                                                  MINIMUM OFFERING               DISTRIBUTION REINVESTMENT
                                                                   200,000 SHARES                         PROGRAM)
                                                       ----------------------------------    ----------------------------------
                                                            AMOUNT            PERCENT             AMOUNT            PERCENT
                                                       ---------------    ---------------    ---------------    ---------------
                                                                                                             
Gross offering proceeds ............................   $     2,000,000              100.0%   $ 2,690,000,000             100.00%
                                                       ---------------    ---------------    ---------------    ---------------
Less expenses:
    Selling commission .............................           150,000                7.5%       187,500,000               6.97%
    Marketing contribution and due diligence expense
      allowance ....................................            60,000                3.0%        75,000,000               2.79%
    Organization and offering expenses .............            90,000                4.5%        14,684,000               0.55%
                                                       ---------------    ---------------    ---------------    ---------------
    Total public offering expenses .................           300,000               15.0%       277,184,000              10.30%
                                                       ---------------    ---------------    ---------------    ---------------
Gross amount available for investment ..............         1,700,000               85.0%     2,412,816,000              89.70%
    Less: acquisition expenses ....................             10,000                0.5%        13,450,000               0.50%
    Less: working capital reserve .................             20,000                1.0%        26,900,000               1.00%
                                                       ---------------    ---------------    ---------------    ---------------
Net cash portion of gross offering proceeds
     available for the purchase of properties ......   $     1,670,000               83.5%   $ 2,372,466,000              88.20%
                                                       ===============    ===============    ===============    ===============


                                       46


                       PRIOR PERFORMANCE OF OUR AFFILIATES

PRIOR INVESTMENT PROGRAMS

     During the 10-year period ending June 30, 2003, The Inland Group and its
affiliates have sponsored two other REITs, one other public real estate equity
program, one private real estate equity program, four private placement mortgage
and note programs and 13 real estate exchange private placements, which
altogether have raised more than $2,934,000,000 from over 64,000 investors.
During that period, the public real estate equity programs raised over
$32,000,000 from over 2,000 investors; the private real estate equity program
raised $2,275,000 from 80 investors; and the private placement mortgage and note
programs raised $15,831,000 from 373 investors. In addition, Inland Real Estate
Corporation and Inland Retail Real Estate Trust, Inc., the other REITs, have
raised over $2,835,000,000 from over 77,000 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 supplement 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 June 30, 2003, 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 the 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.

                                       47




                                              INLAND RETAIL         INLAND REAL
                                               REAL ESTATE             ESTATE             PRIOR PUBLIC
                                               TRUST, INC.          CORPORATION           REAL ESTATE
                                                  REIT                  REIT                 EQUITY
                                              PROGRAM AS OF        PROGRAM AS OF         PROGRAMS AS OF
                                                 JUNE 30,              JUNE 30,             JUNE 30,
                                                  2003                 2003(2)                2003
                                           ------------------    ------------------    ------------------
                                                                                      
Number of programs sponsored                                1                     1                     1
Aggregate amount raised from investors     $    2,156,104,000           679,780,000            32,399,000
Approximate aggregate number of
  investors                                            58,000                19,000                 2,600
Number of properties purchased                            201                   140                    18
Aggregate cost of properties(1)            $    2,835,000,000         1,251,000,000            25,945,000
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                                                92.00%                85.00%                 0.00%
  Single-user retail net-lease                           8.00%                15.00%                 0.00%
  Nursing homes                                          0.00%                 0.00%                 0.00%
  Offices                                                0.00%                 0.00%                 0.00%
  Industrial                                             0.00%                 0.00%                 0.00%
  Health clubs                                           0.00%                 0.00%                 0.00%
  Mini-storage                                           0.00%                 0.00%                 0.00%
    Total commercial                                   100.00%               100.00%                 0.00%
  Multi-family residential                               0.00%                 0.00%                 0.00%
  Land                                                   0.00%                 0.00%               100.00%

Percentage of properties (based on cost)
  that were:
  Newly constructed (within a year of
  acquisition)                                          58.00%                32.00%                 0.00%
  Existing construction                                 42.00%                68.00%                 0.00%

Number of properties sold (3)                               0                     3                    14

Number of properties exchanged                              0                     0                     0
Number of mortgages/notes repaid                            0                     0                     0


                                              PRIOR PRIVATE         INLAND REAL
                                               REAL ESTATE            ESTATE
                                                EQUITY AND           EXCHANGE
                                                MORTGAGE              PRIVATE
                                                AND NOTE             PLACEMENT
                                              PROGRAMS AS OF      OFFERINGS AS OF
                                                 JUNE 30,             JUNE 30,
                                                  2003                  2003
                                           ------------------    ------------------
                                                                  
Number of programs sponsored                                5                    13
Aggregate amount raised from investors             18,106,000            48,055,000
Approximate aggregate number of
  investors                                               453                    97
Number of properties purchased                              7                    13
Aggregate cost of properties(1)                     1,951,930           151,317,000
Number of mortgages/notes                                 365                     0
Principal amount of mortgages/notes                15,831,000                     0
Principal of properties (based on cost)
that were:
Commercial--
  Retail                                                 0.00%                24.90%
  Single-user retail net-lease                           0.00%                13.20%
  Nursing homes                                          0.00%                 0.00%
  Offices                                                0.00%                49.30%
  Industrial                                             0.00%                12.60%
  Health clubs                                           0.00%                 0.00%
  Mini-storage                                           0.00%                 0.00%
    Total commercial                                     0.00%               100.00%
  Multi-family residential                               0.00%                 0.00%
  Land                                                 100.00%                 0.00%

Percentage of properties (based on cost)
  that were:
  Newly constructed (within a year of
  acquisition)                                           0.00%                47.70%
  Existing construction                                  0.00%                52.30%

Number of properties sold (3)                               6                     0

Number of properties exchanged                              0                     0
Number of mortgages/notes repaid                            0                     0


                                       48


     (1)  Includes purchase price and acquisition fees and expenses.

     (2)  On July 1, 2000, the prior REIT program, Inland Real Estate
Corporation, became a separate, self-managed entity.

     (3)  Number of properties sold in whole or in part.

     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 95% of the aggregate number of investors, approximately 91% of the
properties purchased, and approximately 97% of the aggregate cost of the
properties.

     During the three years prior to June 30, 2003, Inland Real Estate
Corporation purchased 20 commercial properties and Inland Retail Real Estate
Trust, Inc. purchased 201 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 registration statement. The table provides
more information about these acquisitions.

PUBLICLY REGISTERED REITs

     INLAND REAL ESTATE CORPORATION. On October 14, 1994, Inland Real Estate
Corporation commenced an initial public offering of 5,000,000 shares of common
stock at $10 per share. As of July 24, 1996, it had received subscriptions for a
total of 5,000,000 shares, thereby completing the initial offering. On July 24,
1996, it commenced an offering of an additional 10,000,000 shares of common
stock at $10 per share. As of July 10, 1997, it had received subscriptions for a
total of 10,000,000 shares, thereby completing its second offering. On July 14,
1997, Inland Real Estate Corporation commenced a third offering of an additional
20,000,000 shares of common stock at $10 per share. As of March 19, 1998, Inland
Real Estate Corporation had received subscriptions for a total of 20,000,000
shares, thereby completing the third offering. On April 7, 1998, Inland Real
Estate Corporation commenced a fourth offering of an additional 25,000,000
shares at $11 per share. Inland Real Estate Corporation elected to terminate the
fourth offering as of December 31, 1998, after receiving subscriptions for a
total of 16,642,397 shares. In addition, as of June 30, 2003, Inland Real Estate
Corporation issued 11,720,169 shares of common stock through its distribution
reinvestment program. As of June 30, 2003, Inland Real Estate Corporation
repurchased 4,578,588 shares of common stock through its share repurchase
program for an aggregate amount of $42,552,838. As a result, Inland Real Estate
Corporation's gross offering proceeds totaled approximately $679,780,000 for all
of such offerings, as of June 30, 2003. 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 June 30, 2003, 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 June 30, 2003, Inland Real Estate Corporation financed approximately
$685,237,000 on 124 of its 140 properties. Inland Real Estate Corporation's 140
properties, a total investment of approximately $1,251,000,000 at June 30, 2003,
were purchased with proceeds received from the above described offerings of
shares of its common stock and financings. From December 31, 1995 through June
30, 2003, distributions have totaled $303,438,218, of which $234,358,143 was
ordinary income

                                       49


distribution from operating cash flow, $68,705,489 was return of capital for
federal income tax purposes from operating cash flow and $374,586 from capital
gain distributions.

          Through June 30, 2003, distributions were as follows:



                      Total         Ordinary       Return of    Capital Gain
                  Distribution       Income        Capital *    Distribution
                 -----------------------------------------------------------
                                                         
          1995   $      736,627        694,213         42,414              -

          1996        3,704,943      3,093,525        611,418              -

          1997       13,127,597      9,739,233      3,388,364              -

          1998       35,443,213     27,015,143      8,428,070              -
          1999       48,379,621     35,640,732     12,738,889              -
          2000       52,964,010     40,445,730     12,518,280              -

          2001       58,791,604     45,754,604     12,662,414        374,586
          2002       60,090,685     41,775,045     18,315,640              -

          2003       30,199,918     30,199,918              -              -
                 -----------------------------------------------------------

                 $  303,438,218    234,358,143     68,705,489        374,586
                 ===========================================================


                 * Represents a return of capital for federal income tax
purposes.

          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. On February 11, 1999, Inland
Retail Real Estate Trust, Inc. commenced an initial public offering of
50,000,000 shares of common stock at $10 per share. As of January 31, 2001, it
had sold 13,687,349 shares in its first offering resulting in gross proceeds of
$136,454,948. In addition, it received $200,000 from its advisor for 20,000
shares. As of January 31, 2001, the first offering terminated. Inland Retail
Real Estate Trust, Inc. commenced a second offering on February 1, 2001. As of
August 29, 2002, it had sold 50,000,000 shares in its second offering resulting
in gross proceeds of $497,842,917, thereby completing the second offering.
Inland Retail Real Estate Trust, Inc. commenced a third offering on June 7,
2002. As of June 30, 2003, it had sold 147,516,470 shares in its third offering,
resulting in gross proceeds of $1,471,607,427. An additional 6,049,526 shares
had been sold pursuant to Inland Retail Real Estate Trust, Inc.'s distribution
reinvestment program as of June 30, 2003, for which it has received additional
net proceeds of $57,470,497. As of June 30, 2003, Inland Retail Real Estate
Trust, Inc. has repurchased 793,588 shares through its share repurchase program
resulting in disbursements totaling $7,471,853. As a result, Inland Retail Real
Estate Trust, Inc.'s net offering proceeds from all offerings total
approximately $2,156,104,000 as of June 30, 2003, including amounts raised
through its distribution reinvestment program, net of shares repurchased through
its share repurchase program.

                                       50


          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 June 30, 2003, 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. Through
June 30, 2003, distributions totaled $151,320,937. Through June 30, 2003,
distributions were as follows:



                               Total         Ordinary      Return of
                        Distribution           Income       Capital*
                      ----------------------------------------------
                                               
               1999   $    1,396,861   $      318,484   $  1,078,377
               2000        6,615,454        3,612,577      3,002,877
               2001       17,491,342       10,538,534      6,952,808
               2002       58,061,491       36,387,136     21,674,355
               2003       67,755,789       67,755,789              -
                      ----------------------------------------------

                      $  151,320,937   $  118,612,520   $ 32,708,417
                      ==============================================


               *Represents a return of capital for federal income tax purposes.

          As of June 30, 2003, Inland Retail Real Estate Trust, Inc. had
acquired 201 properties and had seven parcels under development for a total
investment of approximately $2,835,000,000. These properties were purchased with
proceeds received from the above described offerings of shares of its common
stock and financings. As of June 30, 2003, Inland Retail Real Estate Trust, Inc.
financed approximately $1,215,200,000 on its properties.

PUBLICLY REGISTERED LIMITED PARTNERSHIPS

          INLAND CAPITAL FUND, L.P. - The offering period for this fund began
December 13, 1991 and ended August 23, 1993. The objectives were to invest in
pre-development land on an all-cash basis and realize appreciation of such land
upon resale.

          Inland Capital Fund raised $32,399,282 from 2,683 investors and
purchased, with the net proceeds available for investment, 18 land parcels, one
of which included a house and several outbuildings, for an aggregate purchase
price of $25,945,989. As of June 30, 2003, this fund has had multiple sales
transactions involving the house and portions of 14 parcels which generated
approximately $28,049,000 in net sales proceeds, including notes receivable of
approximately $1,311,000. Its cost basis in the land parcels sold was
approximately $13,990,000 resulting in a gain, net of selling expenses and
commissions, of approximately $14,059,000 for financial reporting purposes.

          In the opinion of Inland Real Estate Investment Corporation, the
partnership is currently meeting its investment objectives and has, through
completed sales transactions, realized significant capital appreciation on the
assets sold. Cash distributions to limited partners through June 30, 2003
totaled $22,335,763, all from the sale of land parcels.

PRIVATE PARTNERSHIPS

          Since our inception and through June 30, 2003, including the programs
described below under " - Private Placement Real Estate Equity Program," and "
-- Private Placement Note and Mortgage Program" in this section, our affiliates
have sponsored 514 private placement limited partnerships which have raised

                                       51


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, 320
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 January 1, 1993 through June 30, 2003, investors in The Inland
Group private partnerships have received total distributions in excess of
$282,938,000, 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 assert
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.

          Inland Real Estate Investment Corporation is the general partner of 27
private limited partnerships and one public limited partnership that own
interests in 15 buildings that are net leased to Kmart. The 14 Kmarts owned by
the private limited partnerships are all cross collateralized. Relating to the
Kmart bankruptcy, the status of the 15 is as follows:

                                       52


          -    CATEGORY 1 - The leases of nine (9) 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 4 property leases; one of which is subject
               to a ground lease to Kimco. Kmart ceased paying rent as of May 1,
               2003. The general partner's, IREIC's, plans for these properties
               include, but are not limited to the following: 1) renegotiation
               of the loan encumbering the property; 2) re-tenanting the
               facility; 3) sale of the asset; or 4) deed in lieu of
               foreclosure. While it is too early to predict an outcome, the
               limited partners that own these Kmarts could lose their
               properties in foreclosure.

          -    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
               general partner plans to either re-tenant or sell this facility.

PRIVATE PLACEMENT REAL ESTATE EQUITY PROGRAM

          WISCONSIN CAPITAL LAND FUND, L.P., an Illinois limited partnership,
was formed in October 1992. The objectives were to invest in pre-development
land in the Madison, Wisconsin area on an all-cash basis and realize
appreciation of the land upon resale. The offering period for units in this
privately offered partnership began in October 1992 and ended on June 14, 1993
with the maximum amount, $2,275,000, raised from 88 investors. This fund bought
seven parcels of land in the Madison, Wisconsin area with the proceeds of the
offering.

          On October 1, 1997, Parcel 6 located in Windsor, Wisconsin, was sold
for $566,597 which is equal to 191% of the original parcel capital. Investors
received a $375,000 distribution from this sale.

          On March 19, 1998, the fund sold parcels 3 and 7 for a total of
$2,150,000, of which $1,900,000 was distributed to investors.

          On January 5, 1999, parcels 1 and 4 were sold for $1,325,000 and
investors received a $1,137,500 distribution.

          The fund has sold all 63 of the improved lots in Parcel 5 in the
Village of Mt. Horeb for total gross sale proceeds of $2,361,750. Through June
30, 2003, $562,500 from lot sales has been distributed to investors.

          Through June 30, 2003, investors have received $1,747 for every $1,000
invested or a total of $3,975,000 in distributions. As of June 30, 2003, there
were 88 investors in this partnership. The partnership has one remaining asset
consisting of 60.876 acres in the Madison, Wisconsin area.

          Our dealer manager received sales commission equal to 9% of the
offering proceeds from which a selling commission of 8% was re-allowed to
soliciting dealers. In addition, 0.5% of the offering proceeds were re-allowed
to soliciting dealers as reimbursement for due diligence expenses. Additionally,
3.3% of the offering proceeds were used to reimburse the general partner, Inland
Real Estate Investment Corporation, and its affiliates for out-of-pocked
expenses associated with the offering and acquisition of the land parcels.

                                       53


          During the operating phase of the partnership, the general partner
will receive an asset management fee paid annually, equal to 1% of the original
cost of the partnership of the parcels. In addition, the general partner and its
affiliates will be reimbursed for direct expenses relating to the administration
of the partnership and its assets, subject to certain limitations.

          An affiliate of the general partner will participate in real estate
brokerage commissions as each parcel is sold, but such commissions will be
subordinated to the return of that portion of the limited partners' original
investment attributable to that parcel plus a 6% per annum, non-compounded
cumulative return on parcel capital.

          The general partner may share in the net proceeds from the sale of the
parcels, but such share of sales proceeds will be subordinated, to the return of
the limited partners' original capital and receipt of a 15% per annum,
non-compounded cumulative return. The sharing arrangement of net sale proceeds
after the 15% cumulative return will be 65% to the limited partners and 35% to
the general partner.

PRIVATE PLACEMENT NOTE AND MORTGAGE PROGRAM

          9% MONTHLY CASH FUND, L.P., an Illinois limited partnership offering
investments in promissory notes to accredited investors, was sponsored by our
sponsor in February 1993. The offering period for this program began February 1,
1993 and ended on May 17, 1993, when the maximum amount of $4,000,000 was raised
from 78 investors. The partnership issued notes maturing August 1, 1999 and
providing a 9% annual return. This fund invested in loans made to an affiliate
of our sponsor secured by collateral assignments of third party mortgage loans
owned by the affiliate. Our sponsor guarantees the return of capital to
noteholders and the 9% annual return. Cash distributions through September 30,
1999 totaled $6,291,146, of which $2,291,146 was interest earnings and
$4,000,000 was a return of capital. This partnership was completed in August
1999.

          9% MONTHLY CASH FUND II, L.P., was an Illinois limited partnership
offering investments in promissory notes to accredited investors, with
investment objectives identical to those of 9% Monthly Cash Fund, L.P. Our
sponsor sponsored it in April 1993. The offering period for this program began
April 5, 1993 and ended July 23, 1993, with the maximum amount of $4,000,000
raised from 82 investors. The partnership issued notes maturing February 1, 2000
that provided a 9% annual return. The partnership invested in a loan made to an
affiliate or our sponsor secured by collateral assignments of third-party
mortgage loans owned by the affiliate. Our sponsor guarantees the return of
capital to noteholders and the 9% annual return. Cash distributions through
March 31, 2000 totaled $6,417,653, of which $2,417,653 was interest earnings and
$4,000,000 was a return of capital. This partnership was completed in February
2000. All fees and expenses including sales commission and due diligence expense
to our dealer-manager equal to 9.5% (of which 8% was re-allowed to soliciting
dealers as sales commission and up to 0.5% as reimbursable due diligence
expenses) and the costs of the memorandum, tax consulting and advise (which were
anticipated to be approximately $30,000 were absorbed by the sponsor, Inland
Real Estate Investment Corporation, and were not paid from the proceeds of the
offering.

          IMC NOTE ISSUE #2 1993, offering investments in promissory notes was
sponsored by Inland Mortgage Corporation, an Illinois corporation and an
affiliate of our sponsor, in July 1993. The offering period for this program
began August 25, 1993 and closed on June 13, 1994 after raising $6,800,000.
Inland Mortgage Corporation issued notes maturing December 31, 2003, providing
for interest at the rate of 8% per annum with 100% return of principal
guaranteed by our sponsor. Proceeds of the offering have been used to invest in
a mortgage loan secured by an apartment property in Manchester, New Hampshire,
owned by an affiliate of our sponsor. Investors may also receive additional
income dependent on the future sale of the property. Inland Mortgage Corporation
made an initial distribution to investors of escrow interest totaling $13,685 in
November 1993. Cash distributions through June 30, 2003 totaled

                                       54


$5,147,928, of which $5,128,472 was interest earnings and $19,456 was subsidy
income from our sponsor pursuant to the guarantee for that program. As of June
30, 2003, there were 169 noteholders. All fees and expenses incurred in
connection with the offer and sale of the Notes - including sales commission and
due diligence expense to dealer-manager, Inland Securities Corporation, equal to
8.5% (of which 6.5% was re-allowed to soliciting dealers as sales commissions,
0.5% as a marketing fee, and up to 0.5% as reimbursable due diligence expenses)
and the costs of the memorandum, tax counseling and advise (which were
anticipated to be approximately $41,000), as well as other costs associated with
the refinancing of the property (such as title, surveys, appraisals, recording
charges, etc.) were advanced by the sponsor (IREIC) and were not paid from the
proceeds of the offering.

          INLAND CONDOMINIUM FINANCING FUND, L.P., an Illinois limited
partnership offering investment in promissory notes, was sponsored by our
sponsor in December 1993. The offering period for this program began December
15, 1993 and closed on June 30, 1994. This partnership offered notes in the
principal amount of $1,031,000 maturing July 1, 2001, with interest at the rate
of 10% per annum and 100% return of principal guaranteed by our sponsor. The
proceeds of the offering were used to make unsecured loans to limited
partnerships which are affiliates of our sponsor, for the purposes of paying
expenses relating to the conversion of apartment properties owned by those
partnerships to condominiums, and conducting condominium unit sales and other
partnership expenses. Cash distributions began in March 1994. Distributions
through November 17, 1997 totaled $1,411,617, of which $380,617 was interest
earnings and $1,031,000 was a return of capital. There were 36 investors in this
partnership. This partnership was completed in 1997. All fees and expenses
incurred in connection with the offering - including sales commission and due
diligence expense to dealer-manager, Inland Securities Corporation, equal to
8.5% (of which 6.5% was re-allowed to soliciting dealers as sales commissions,
0.5% as a marketing fee and up to 0.5% as reimbursable due diligence expenses)
and the costs of the memorandum, tax counseling and advice (which were
anticipated to be approximately $45,000), as well as other costs associated with
the funding of the conversion loans were advanced by the sponsor (IREIC) and
were not paid from the proceeds of the offering.

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
objective of IREX is to provide replacement properties for people wishing to
complete an IRS Section 1031 real estate exchange. Through June 30, 2003, IREX
offered the sale of ten properties with a total property value of $105,810,559.

          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. The private placement memorandum projected a
first year annualized cash on cash return of 8.00%. Through June 30, 2003, cash
distributions to the owners totaled $482,236, based on the actual holding period
of each individual investor. As of June 30, 2003, there were nine investors in
this trust.

                                       55


          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 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 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. The private placement memorandum projected a first-year
annualized cash on cash return of 8.20%. Through June 30, 2003, cash
distributions to the owners totaled $363,223, based on the actual holding period
of each individual investor. As of June 30, 2003, there were six investors in
this trust.

          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 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. The private placement memorandum projected a first year
annualized cash on cash return of 8.89%. Through June 30, 2003, cash
distributions to the owners totaled $231,314, based on the actual holding period
of each individual investor. As of June 30, 2003, there were seven investors in
this trust.

          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. As of June 30, 2003, the offering is still in process,
with 95.1295% ($1,807,460) of the capital raised. The private placement
memorandum projected a first-year annualized cash on cash return of 8.26%.
Through June 30, 2003, cash distributions to the owners totaled $160,855, based
on the actual holding period of each individual investor. As of June 30, 2003,
there were 11 investors in this trust.

          LANSING SHOPPING CENTER, DBT 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 proceeds obtained from the new owners was allocated to a property
reserve account. The private placement memorandum projected a first year
annualized cash on cash return of 8.47%. Through June 30, 2003, cash
distributions to the owners totaled $314,014, based on

                                       56


the actual holding period of each individual investor. As of June 30, 2003,
there were five investors in this trust.

          INLAND 220 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building currently leased to Disney in Celebration, Osceola
County, Florida, in June 2002 from Walt Disney World Co., a Florida corporation.
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 proceeds obtained from the new owners was allocated to a property reserve
account. As of June 30, 2003, the offering is still in process, with 89.8075%
($14,189,578) of the capital raised. The private placement memorandum projected
a first year annualized cash on cash return of 8.08%. Through June 30, 2003,
cash distributions to the owners totaled $852,564, based on the actual holding
period of each individual investor. As of June 30, 2003, there were 32 investors
in this trust.

          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 $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. The private placement memorandum
projected a first-year annualized cash on cash return of 8.31%. Through June 30,
2003, cash distributions to the owner totaled $210,950. As of June 30, 2003,
there was one investor in this trust.

          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 obtained
from the new owners was allocated to a property reserve account. As of June 30,
2003, the offering is still in process, with approximately 70.5434% ($5,925,643)
of the capital raised. The private placement memorandum projected an initial
annualized cash on cash return of 8.14%. Through June 30, 2003, cash
distributions to the owners totaled $447,625, based on the actual holding period
of each individual owner. As of June 30, 2003, there were 21 investors in this
trust.

          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 proceeds obtained by the new owner was
allocated to a property reserve account. The offering was completed in November
2002. The private placement memorandum projected a first-year annualized cash on
cash return of 14.30%, calculated based on the total original investment of

                                       57


$890,000. Through June 30, 2003, cash distributions to the owner totaled
$46,849. As of June 30, 2003, there was one investor in this limited liability
company.

          INLAND 210 CELEBRATION PLACE DELAWARE BUSINESS TRUST purchased a
single-tenant office building, currently leased in Celebration, Osceola County,
Florida, in June 2002 from Walt Disney World Co., a Florida corporation. 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. Through June
30, 2003, cash flow to the new owner totaled $245,712. As of June 30, 2003, this
property was owned by one investor.

          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 all 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 $3,950,000 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 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. As of June 30,
2003, the offering is still in process. The private placement memorandum
projected a first-year annualized cash on cash return of 8.05%. Through June 30,
2003, Lombard C-USA, L.L.C. remains the sole investor in the property.

          DEERE DISTRIBUTION FACILITY. Janesville 1031, L.L.C., a Delaware
limited liability company, purchased a single-tenant, light industrial
distribution center leased to Deere & 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. As of June 30, 2003, the
offering is still in process. The private placement memorandum projected a
first-year annualized cash on cash return of 7.23%. Through June 30, 2003,
Janesville 1031, L.L.C. remains the sole investor in the property.

          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 $9,000,000
in cash plus the assumption of the existing indebtedness to certain qualified
persons in need of replacement properties to

                                       58


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. As of June 30, 2003, the offering is still in process. The private
placement memorandum projected a first-year annualized cash on cash return of
7.19%. Through June 30, 2003, Westminster Office 1031, L.L.C. remains the sole
investor in the property.

                                       59


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



                                                                                         1031          Lansing        Inland 220
                                           Landings of     Sentry Office   Pets Bowie    Chattanooga   Shopping       Celebration
                                           Sarasota DBT    Building DBT    DBT           DBT           Center, DBT    Place 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              NA            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)                        NA             0.75%          1.00%         0.56%         0.55%          0.52%
---------------------------------------------------------------------------------------------------------------------------------
Property Management Fees(6)                    4.5%            5.0%          Paid by        5.0%          5.0%           4.5%
                                                                           Asset Mgr.
---------------------------------------------------------------------------------------------------------------------------------


                                          Taunton       Broadway                    Inland 210    CompUSA
                                          Circuit       Commons DBT   Bell Plaza    Celebration   Retail
                                          DBT           DBT           1031, LLC     Place DBT     Building
----------------------------------------------------------------------------------------------------------------
                                                                                   
Commissions & Fees(1)                     Up to 8.0%    Up to 8.77%   Up to 9.19%   Up to 7.72%   Up to 8.56%
----------------------------------------------------------------------------------------------------------------
    SELLING COMMISSION TO
    3rd PARTY REPS                           6.00%         6.00%         6.00%         3.81%         6.00%
----------------------------------------------------------------------------------------------------------------
    DUE DILIGENCE FEE                        0.50%         0.50%         0.50%         0.00%         0.50%
----------------------------------------------------------------------------------------------------------------
    MARKETING EXPENSES                       1.00%         1.00%         1.00%         0.50%         1.00%
----------------------------------------------------------------------------------------------------------------
    OFFERING & ORGANIZATION                  0.50%         1.27%         1.69%         0.96%         1.06%
----------------------------------------------------------------------------------------------------------------
Mortgage Broker Fee (IMC)(2)                 0.61%         0.50%         0.50%         0.50%         0.50%
----------------------------------------------------------------------------------------------------------------
Acquisition Fee & Carrying
Costs(3)
----------------------------------------------------------------------------------------------------------------
    ACQUISITION FEE                          0.69%         0.75%          NA           0.89%         0.82%
----------------------------------------------------------------------------------------------------------------
BRIDGE FINANCING FEES                        0.07%         0.23%          NA           0.23%         0.23%
----------------------------------------------------------------------------------------------------------------
Total Load(4)                               11.89%        12.98%        23.02%        10.52%        14.93%
----------------------------------------------------------------------------------------------------------------
Asset Management Fees(5)                     0.57%          NA           0.53%         0.53%         0.63%
----------------------------------------------------------------------------------------------------------------
Property Management Fees(6)                  4.0%          5.0%          5.0%          4.5%          4.5%
----------------------------------------------------------------------------------------------------------------


                                          Deere
                                          Distribution    Fleet Office
                                          Facility        Building
----------------------------------------------------------------------
                                                     
Commissions & Fees(1)                      Up to 8.6%      Up to 8.52%
----------------------------------------------------------------------
    SELLING COMMISSION TO
    3rd PARTY REPS                            6.00%           6.00%
----------------------------------------------------------------------
    DUE DILIGENCE FEE                         0.50%           0.50%
----------------------------------------------------------------------
    MARKETING EXPENSES                        1.00%           1.00%
----------------------------------------------------------------------
    OFFERING & ORGANIZATION                   1.10%           1.02%
----------------------------------------------------------------------
Mortgage Broker Fee (IMC)(2)                  0.50%           0.50%
----------------------------------------------------------------------
Acquisition Fee & Carrying
Costs(3)
----------------------------------------------------------------------
    ACQUISITION FEE                           0.87%           0.85%
----------------------------------------------------------------------
BRIDGE FINANCING FEES                         0.23%           0.35%
----------------------------------------------------------------------
Total Load(4)                                13.93%          14.57%
----------------------------------------------------------------------
Asset Management Fees(5)                      0.49%           0.49%
----------------------------------------------------------------------
Property Management Fees(6)                   4.5%            4.5%
----------------------------------------------------------------------




                                                                                                       
Backend Sales Commission                       3.5%            3.5%           3.5%          3.5%          3.5%           N/A
---------------------------------------------------------------------------------------------------------------------------------


                                                                                       
Backend Sales Commission                     N/A            NA           3.5%           NA            NA
----------------------------------------------------------------------------------------------------------------


                                                         
Backend Sales Commission                       NA              NA
----------------------------------------------------------------------


----------

          (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.

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

                                       60

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                       61


SUMMARY TABLES

          The following summary tables describe information concerning the prior
programs discussed above through June 30, 2003.

          Affiliates of The Inland Group formed Inland Capital Fund, L.P. and
Wisconsin Capital Land Fund, L.P. as pure capital appreciation investments. No
current return from rents or interest was contemplated or available because
capital was invested in non-income producing vacant land parcels. Limited
partners receive distributions on an irregular basis, only as a result of a sale
of the vacant land parcels. These distributions consist of both the return of
the invested capital amount allocated to the purchase of the parcel or parcels
sold plus the profit on the involved parcels as measured by the sale price, net
of costs of the sale, minus the fully loaded purchase price, or allocated
capital. The method of measuring return on investment to date is on a sold
parcel by parcel basis as follows:

                                       62




                                 Return on Investment   Return on Investment
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    AVERAGE ANNUAL
                                    FULLY LOADED                                                       RETURN ON
                   NET SALES       PURCHASE PRICE                                                  ALLOCATED CAPITAL    AVERAGE
                   PRICES OF         (ALLOCATED                                  GROSS RETURN %      (GROSS RETURN     NUMBER OF
                    PARCELS          CAPITAL OF           NET PROFITS ON             (NET          %/AVERAGE NUMBER    YEARS OF
                    SOLD TO         PARCELS SOLD          PARCELS SOLD TO       PROFIT/ALLOCATED      OF YEARS OF       CAPITAL
     FUND             DATE    LESS    TO DATE)        =        DATE                 CAPITAL)       CAPITAL INVESTED)   INVESTED
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Inland Capital
Fund, L.P.         28,049,000        13,990,000              14,059,000                100%               9.14%          11.00

Wisconsin Land
Fund, L.P.          4,137,818         2,120,803               2,017,015                 95%               9.05%          10.50


                  CUMULATIVE DISTRIBUTIONS TO LIMITED PARTNERS



                                                                                                    RETURN ON
                                           CAPITAL                  RETURN OF       RETURN ON     INVESTMENT PER
                                           RAISED       TOTAL    =  INVESTMENT   +  INVESTMENT         YEAR
------------------------------------------------------------------------------------------------------------------
                                                                                           
Employee Appreciation Fund, L.P.*           400,000     502,198        400,000         102,198            10.00%

Inland Condominium Financing Fund, L.P.   1,031,000   1,411,617      1,031,000         380,617            10.00%

9% Monthly Cash Fund, L.P.                4,000,000   6,291,146      4,000,000       2,291,146             9.00%

9% Monthly Cash Fund II, L.P.             4,000,000   6,417,653      4,000,000       2,417,653             9.00%

IMC Note Issue #2 1993                    6,800,000   5,147,928              0       5,147,928             8.00%


     * Returns of Capital prior to Final Distribution.

                                       63


                                   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 2003 as the 33rd largest
privately held company headquartered in the Chicago area. Among the affiliates
of Inland is one of the largest property management firm in Illinois and one of
the largest commercial real estate and mortgage banking firms in the Midwest.

          As of June 30, 2003 Inland and its affiliates have more than 800
employees, own properties in 39 states, and have managed assets in excess of $5
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 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 June 30, 2003, our sponsor, Inland Real Estate Investment
Corporation, is the general partner of limited partnerships which own in excess
of 5,800 acres of pre-development land in the Chicago area, as well as
16,871,522 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 June 30, 2003 Inland Mortgage Corporation has originated more than
$6 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 June 30, 2003, Inland Mortgage Investment
Corporation owned a $73,947,500 loan portfolio, and Inland Mortgage Servicing
Corporation serviced a loan portfolio of 503 loans exceeding $2,117,699,700.

          The Inland Property Management companies are responsible for
collecting rent, and leasing and maintaining the rental properties they manage.

          As of June 30, 2003 Inland Property Management companies manage
42,982,552 million square feet of commercial properties in 39 states. A
substantial portion of the portfolio, approximately 10.8 million square feet,
consists of properties leased on a triple-net lease basis to creditworthy
tenants. This means that the tenant operates and maintains the property and pays
rent that is net of taxes, insurance, and

                                       64


operating expenses. They also manage more than 11,000 multi-family units that
are principally located in the Chicago metropolitan area.

          Inland Western Management Corporation, our management company, was
incorporated in January 2003 to segregate responsibility for management of our
properties from Inland Property Management companies' growing management
portfolio of retail properties. Our property management company will be
responsible for collecting rent, leasing, and maintaining the retail properties
it will manage. These properties are primarily intended to be our properties in
our primary geographical area of investment. Our property management company is
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 more than 1,100 properties.

          Inland Real Estate Development Corporation, an affiliate of Inland,
has expertise in rezoning and developing real estate for industrial,
residential, and commercial use. It has constructed more than 3,000 single
family and multi-family units and developed over one million square feet of
commercial space. As of June 30, 2003, Inland Real Estate Development
Corporation had more than 5,000 acres of prime land available 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 $175 million in commercial real
estate sales. Inland Real Estate Sales, Inc. has been involved in the sale of
more than 40,000 multi-family units and over 10 million square feet of
commercial property.

          See also "Prior Performance of our Affiliates" and APPENDIX A - "Prior
Performance Tables" for information concerning over $2.8 billion raised from
over 77,000 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 June 30, 2003, and the prior performance of those
programs. During the last 35 years, more than 10,000 investors were in the
Inland Group's 231 completed programs as of June 23, 2003, with no investor
losses of initial invested capital in any completed equity program.

          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    59     Chairman, president and director

Robert H. Baum       59     Vice chairman,  executive vice president - general
                            counsel and director

G. Joseph Cosenza    59     Vice chairman and director

Robert D. Parks      59     Director


----------
*As of January 1, 2003

                                       65


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 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 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. Mr. Cosenza is a director
and vice chairman of The Inland Group and oversees, coordinates and directs The
Inland Group organization's many enterprises. In addition, Mr. Cosenza
immediately supervises a staff of 16 persons who engage in property
acquisitions. Mr. Cosenza has been a consultant to other real estate entities
and lending institutions on property appraisal methods.

                                       66


          Mr. Cosenza received his B.A. Degree from Northeastern Illinois
University and his Masters Degree from Northern Illinois University. From 1967
to 1968, he taught in the La Grange Illinois School District and, from 1968 to
1972, he served as assistant principal and taught in the Wheeling, Illinois
School District. 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 has also been chairman of the board of American National
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 of Westbank in
Westchester, Hillside and Lombard, Illinois.

          ROBERT D. PARKS has been a director of The Inland Group since 1968 and
is one of the four original principals. He has been our chairman, chief
executive officer, and an affiliated director since our formation. He is
chairman of our sponsor and a director of our managing dealer. Mr. Parks is
president, chief executive officer and a director of Inland Real Estate
Corporation. He is a director of Inland Real Estate Advisory Services, Inc.,
Inland Investment Advisors, Inc., Partnership Ownership Corp., Inland Southern
Acquisitions, Inc. and Inland Southeast Investment Corp. He is chairman, chief
executive officer and director of Inland Retail Real Estate Trust, Inc. and a
trustee of Inland Mutual Fund Trust, Inc.

          Mr. Parks is responsible for the ongoing administration of existing
investment programs, corporate budgeting and administration for our sponsor. He
oversees and coordinates the marketing of all investments and investor
relations.

          Prior to joining Inland, Mr. Parks was a school teacher 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, Inc. He is also 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, Inc.

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 advisor is responsible for the day-to-day management of our
affairs and the implementation of the policies of our board. Inland Western
Management Corp. is responsible for managing, maintaining and leasing the
individual properties. 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 for the fees paid to our affiliates.

                                       67


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 ..............     59    Chairman, chief executive officer and
                                                          affiliated director
                Roberta S. Matlin .............     58    Vice president -- administration
                Scott W. Wilton ...............     42    Secretary
                Kelly E. Tucek ................     40    Treasurer
                Brenda G. Gujral ..............     60    Affiliated director
                Frank A. Catalano, Jr .........     41    Independent director
                Kenneth H. Beard ..............     63    Independent director
                Paul R. Gauvreau ..............     63    Independent director
                Gerald M. Gorski ..............     60    Independent director
                Barbara A. Murphy .............     65    Independent director


          ----------
          *As of January 1, 2003

          ROBERTA S. MATLIN has been our vice president of administration since
our formation. Ms. Matlin joined Inland in 1984 as director of investor
administration and currently serves as senior vice president of investments of
our sponsor, directing its day-to-day internal operations. Ms. Matlin is a
director of our sponsor and of our managing dealer. Since 1998, she has been
vice president of administration of Inland Retail Real Estate Trust and was vice
president of administration of Inland Real Estate Corporation from 1995 until
2000. She is president and a director of Inland Investment Advisors, Inc. and
Intervest Southern Real Estate Corporation, and 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.

          KELLY E. TUCEK has been our treasurer since our formation. Ms. Tucek
joined The Inland Group in 1989 and is an Assistant Vice President of Inland
Real Estate Investment Corporation. As of August 1996, Ms. Tucek is responsible
for the Investment Accounting Department, which includes all public partnership
accounting functions along with quarterly and annual SEC filings. Prior to
joining Inland, Ms. Tucek was on the audit staff of Coopers and Lybrand since
1984. She received her B.A. Degree in Accounting and Computer Science from North
Central College.

                                       68


          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 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.

          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.

                                       69


          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 an 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
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.

                                       70


          AUDIT COMMITTEE. Our bylaws provide for our board to designate an
audit committee consisting of at least three independent directors and for all
committee members to be independent directors. Our board will designate three of
the independent directors as the members of the audit committee. The audit
committee makes recommendations concerning the engagement of independent public
accountants, reviews the plans and results of the audit engagement with the
independent public accountants, approves professional services provided by, and
the independence of, the independent public accountants, considers the range of
audit and non-audit fees and consults with the independent public accountants
regarding the adequacy of our internal accounting controls.

          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 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 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.

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

                                       71


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 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;

                                       72


          -    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 ADVISOR

          Our advisor, Inland Western Retail Real Estate Advisory Services,
Inc., is an Illinois corporation and a wholly owned subsidiary of our sponsor.
The following table sets forth information regarding the executive officers and
directors of our 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
biography of Mr. Wilton is set forth under "-- Our Directors and Executive
Officers."



          NAME                       AGE      POSITION AND OFFICE WITH OUR ADVISOR
          ----                       ---   ------------------------------------------
                                     
          Daniel L. Goodwin .......  59    Director
          Robert D. Parks .........  59    Director and president
          G. Joseph Cosenza .......  59    Director
          Brenda G. Gujral ........  60    Vice president
          Catherine L. Lynch ......  44    Treasurer
          Scott W. Wilton .........  42    Secretary


          ----------
          *As of January 1, 2003

          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 the dealer manager 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.

OUR ADVISORY AGREEMENT

          DUTIES OF OUR ADVISOR. Under the terms of our advisory agreement, our
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 advisor is subject to the supervision of its board and has only such
functions as are delegated to it by its board.

                                       73


          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
advisor, as the case may be, upon 60 days' written notice. If the advisory
agreement is terminated, the advisor must cooperate with us and take all
reasonable steps requested by our board to assist it in making an orderly
transition of the advisory function. Our board shall determine that any
successor advisor possesses sufficient qualifications to perform the advisory
function for us and justify the compensation provided for in its contract with
us.

          COMPENSATION TO ADVISOR. The advisory agreement provides for the
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 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 advisor and the independent directors.

          The 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;

          -    telephone;

          -    equipment expenses to the extent they relate to the office
               maintained by both us and the 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
               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 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 ADVISOR. For any year in which we qualify as a REIT,
our advisor must reimburse us for the amounts, if any:

                                       74


          -    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 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 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 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 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 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 advisor and property manager. After September 15, 2008,
we could acquire these companies in a business combination without their
consent.

          If the businesses conducted by the advisor and/or a property manager
are acquired by or consolidated into us, the 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 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 advisor and/or the
               property manager, as the case may be, of our election to proceed
               with such a transaction.

                                       75


          -    Next, the net income of the 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 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 generally net income in accordance with
generally accepted accounting principles, excluding gains or losses, from debt
restructuring and sales of properties, plus depreciation of real property and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures.

          The resulting quotient will constitute the number of shares to be
issued by us to the 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 to 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 advisor, then all obligations of the advisor and its
affiliates to offer properties to us will also terminate.

          LIABILITY AND INDEMNIFICATION OF ADVISOR. Under the advisory
agreement, we are required to indemnify the advisor and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding with respect
to the advisor's acts or omissions. However, this is only a requirement so long
as:

          -    the advisor determined in good faith that the course of conduct
               which caused a loss or liability was in our best interest;

          -    the 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 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;

                                       76


          -    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.

          Inland Retail Real Estate Trust, Inc. is still offering its securities
and 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 initially 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 MANAGER AND THE MANAGEMENT AGREEMENT

          Our present property manager provides property management services to
us under the terms of the management agreement. The property manager provides
services in connection with the rental, leasing, operation and management of the
properties. Our property manager is a Delaware corporation, owned principally by
individuals who are affiliates of The Inland Group. We have agreed to pay the
property manager 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 management
agreement from the properties managed for the month for which the payment is
made. In addition, we have agreed to compensate the property manager if it
provides us with services other than those specified in the management
agreement. There will be 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 will be 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 manager 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 manager 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.

          Our property manager, Inland Western Management Corp., conducts its
activities at its principal executive office at 2901 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 directors of the Inland Western Management Corp.

                                       77




                                                                 POSITION AND OFFICE
                                                                 WITH INLAND WESTERN
             NAME                                AGE*              MANAGEMENT CORP.
             ----                                ----            -------------------
                                                     
             Thomas P. McGuiness ..............   46       Chairman, director and chief
                                                           executive officer
             JoAnn Armenta ....................   29       Senior vice president, director
                                                           and secretary
             James H. Neubauer.................   61       Senior vice president and
                                                           director
             Alan F. Kremin....................   56       Director

             Anthony Casaccio..................   47       Director


          ----------
          *As of January 1, 2003

          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.

          JOANN ARMENTA joined Inland Property Management in 1992 working in
residential management. Ms. Armenta became involved with commercial properties
in 1995 overseeing the management of retail, office and industrial properties.
She has managed a portfolio of retail properties for Inland Commercial Property
Management and was promoted to senior property manager supervising one-half of
the property managers. In 2001, she left Inland Commercial Property Management
and accepted a position as Assistant Vice President for Inland Southern Corp.
Also, she was promoted to Vice President of Inland Mid-Atlantic Management Corp.
Her responsibilities in these positions include being in charge of due diligence
for all retail acquisitions in approximately 15 states. In 2002 alone she was
responsible for all due diligence on approximately 12 million square feet
including the pro formas, site inspections, tenant interviews; engineering
reports and upgrades. She has also been responsible for coordinating the
transition from a property in the due diligence process to the seamless folding
of the property into property operations.

          Mrs. Armenta is also the sole training coordinator for Inland
Southeast Property Management Corp., Inland Southern Management Corp., and
Inland Mid-Atlantic Management Corp. for all new property managers and
employees. In addition, she oversees the management of a portfolio of over two
million square feet in the Chicago metropolitan area managing retail, office and
light industrial.

          Ms. Armenta holds a CSM accreditation with the International Council
of Shopping Centers.

          JAMES H. NEUBAUER joined Inland Property Management in 1978. In 1981,
he was promoted to the position of director of purchasing. Subsequently, in
1983, he became a regional property manager with responsibility for residential
and retail mixed use properties. In 1984, he became the president of Inland
Western Property Management, responsible for a portfolio of properties in
Arizona. From 1985 to

                                       78


1996, Mr. Neubauer was 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 and Wisconsin.
He left Inland Southeast Property Management Corp. as senior vice president and
in May 2002 was promoted to President. He has achieved the Certified property
Manager (CPM) designation. He is also a member of the International Council of
Shopping Centers and is a licensed real estate broker in Florida. He 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.

          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 preparation of
consolidated federal and state corporate tax returns, cash budgeting for the
consolidated group and serving as a director for various Inland Group
subsidiaries, 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 Southern Management LLC. Prior to his current
position, Mr. Kremin was treasurer of Inland Real Estate Investment Corporation
from 1986 to 1990, when 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.

          ANTHONY A. CASACCIO joined Inland in 1984, working for Inland Condo
Association Management. From 1987 to 1991 he was president of Partnership Asset
Sales Corporation, where he was responsible for the disposition of over 20,000
apartment units located in northeast Illinois and nearby states, as well as
non-residential properties leased to nursing homes, health clubs, office,
industrial and shopping center tenants. In 1991 when Inland Real Estate
Development Corporation was formed, Mr. Casaccio became the president and a
director. Still serving in those capacities, Mr. Casaccio is responsible for the
disposition of raw land investment programs for which he is also a senior vice
president of the sponsor, which owns more than 10,000 acres of development land
in Chicago's suburban counties.

          In connection with land development, Mr. Casaccio, in addition to the
sales of improved and raw land parcels, oversees land planning activities
associated with readying land for sale, including zoning and annexation,
negotiations with local municipal school, sanitary district and county
authorities, submission of concept plans, preliminary and site amenities, final
plats of subdivision; and completion of infrastructure improvements such as
roads, sewer and water lines stormwater management facilities and site
amenities. He is also a director and the secretary/treasurer of IRED Development
Management, Inc.

          Mr. Casaccio holds a B.S. degree in accounting from DePaul University.
He is a member of the Realtor Association of the Western Suburbs (IL), the Fox
Valley (IL) Association of Realtors, the Tri-County Board of Realtors, the
National Association of Realtors, the Home Builders Association of Greater
Chicago, the Northern Illinois Home Builders Association and the Urban Land
Institute. He is a licensed real estate broker in the state of Illinois.

                                       79


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 nor 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 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. The biography of Ms. Lynch is also set forth above under "--Our
Advisor."



                                                              POSITION AND OFFICE
             NAME                            AGE*          WITH OUR MANAGING DEALER
             ----                            ----          ------------------------
                                             
             Brenda G. Gujral..............   60   President, chief operating officer and director
             Roberta S. Matlin.............   58   Vice president and director
             Catherine L. Lynch............   44   Treasurer, secretary and director
             Robert D. Parks...............   59   Director
             Brian Conlon..................   44   Executive vice president
             R. Martel Day.................   53   Executive vice president - national sales and
                                                   marketing
             Fred C. Fisher................   58   Senior vice president
             David Bassitt.................   60   Senior vice president
             John Cunningham...............   44   Senior vice president
             Tomas Giardino................   28   Vice president
             Curtis Shoch..................   30   Vice president
             Shawn Vaughan.................   31   Vice president
             Mark Lavery...................   27   Vice president
             Ralph Rudolph.................   39   Vice president


          ----------
          *As of January 1, 2003

          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-national sales and marketing
for Inland Securities Corporation. He joined Inland Securities Corporation 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 is currently responsible for expanding Inland Securities Corporation's
selling group and working closely with broker-dealers in the selling group to
maximize sales.

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          Mr. Day has developed and presented numerous motivational and sales
training workshops over the past 20 years. He graduated with an engineering
degree from the Georgia Institute of Technology. Mr. Day holds General
Securities and Registered Investment Advisor licenses from the National
Association of Securities Dealers, and is an associate member of The National
Association of Real Estate Investment Trusts. He is a director of Inland
Investment Advisors, Inc., an Inland affiliated company.

          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

                                       81


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.

                                       82


                 LIMITATION OF LIABILITY AND INDEMNIFICATION OF
                       DIRECTORS, OFFICERS AND OUR ADVISOR

          The laws that we are subject to and our articles of incorporation
provide that our 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 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 ordinary 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.

          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 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 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
               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 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;

                                       83


          -    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 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. 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. As of the date of this prospectus, we have
not purchased any insurance on behalf of any person but we intend to.

          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 officers seeking to
enforce their rights under the indemnification agreements and cover directors
and officers under the 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.

                                       84


                             PRINCIPAL STOCKHOLDERS

          The following table sets forth information as of September 10, 2003
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 September 10, 2003, we had one stockholder of
record. 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                            20,000 (1)             100%

Roberta S. Matlin                              0                    *

Scott W. Wilton                                0                    *

Kelly E. Tucek                                 0                    *

Brenda G. Gujral                               0                    *

Frank A. Catalano, Jr.                      1,000 (2)               *

Kenneth H. Beard                            1,000 (2)               *

Paul R. Gauvreau                            1,000 (2)               *

Gerald M. Gorski                            1,000 (2)               *

Barbara A. Murphy                           1,000 (2)               *

All directors and executive officers       25,000 (1)             100%
as a group (10 persons)


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

(1)       Includes 20,000 shares owned by our advisor. Our 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 advisor.

(2)       Includes 1,000 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.

                                       85


                           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
advisor contributed $200,000 to us for 20,000 shares of our common stock to form
us. Our advisor has agreed to not sell their initial investment while the
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 to be rendered by our affiliates to us, as well as our
organizational structure.

          If only the minimum offering of 200,000 shares is sold, such shares
will represent 90.91% of the issued and outstanding shares, and the advisor's
20,000 shares will then represent 9.09% of the issued and outstanding shares. If
250,000,000 of the shares offered by this prospectus are sold, such shares will
represent 99.99% of the issued and outstanding shares, and the advisor's 20,000
shares will then represent only 0.01% of the issued and outstanding shares.

          We will form entities to acquire each of the properties to be owned by
us. They will be owned or controlled directly or indirectly by us.

          Robert D. Parks, Brenda G. Gujral, Roberta S. Matlin, Daniel L.
Goodwin, Catherine L. Lynch, and Kelly E. Tucek are considered our promoters.
Mr. Parks is our chairman and a director. Ms. Gujral is a director. Ms. Matlin
is our vice president. Ms. Tucek is our treasurer. None of our promoters are
employed by us. Other than Mr. Parks and Ms. Gujral, Ms. Matlin or Ms. Tucek,
none of our promoters are officers or directors of us.


             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       86


                             SELECTED FINANCIAL DATA

          As of the date of this prospectus, we have not yet had any operations.
Therefore, we have not had any income, cash flow, funds from operations, or
funds available for distributions, nor have we declared any distributions or
issued any shares to public investors. We have sold 20,000 shares to the advisor
for an aggregate purchase price of $200,000. See "Management's Discussion and
Analysis of Our Financial Condition," and our financial statements and related
notes thereto appearing elsewhere in this Prospectus.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       87


                       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.

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. Our real estate will
be located mainly 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

                                       88


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.

          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 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;

                                       89


               -    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;

               -    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 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,

                                       90


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 in properties, although other
methods of acquiring a property may be used if we deem it to be advantageous.
For example, we may acquire 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 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 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, limited
partnership units in the operating partnership, 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

                                       91


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 advisor or its affiliates which
makes or invests in mortgage loans. We seek to obtain financing which will
result in the 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.

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

                                       92


and to the extent the notes or other property are actually paid, sold,
refinanced or otherwise disposed. 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.

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

                                       93


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

          If at least 200,000 shares are not sold within six months from the
original effective date of this prospectus, all funds received from subscribers
will be promptly returned to them, together with any interest earned on the
funds. We would expect to return funds to subscribers within five business days
after the offering is terminated if at least 200,000 shares are not sold within
six months from the original effective date of this prospectus. 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 advisor for our expenses, to the extent
                    allowable under the advisory agreement,

               -    pay the 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.

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.

                                       94


JOINT VENTURES

          We may invest in joint venture arrangements with other public real
estate programs formed by our 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 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 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 intends 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

                                       95


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:

          -    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.

                                       96


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."


             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       97


                            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 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 retail centers we intend to acquire would be located primarily in
states west of the Mississippi River in the United States. 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.

     We do not intend to invest in real estate properties that are primarily:

     -    farms;

     -    health care facilities;

                                       98


     -    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 initially focus 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. 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.

                                       99


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

     An affiliate, Inland Real Estate Acquisitions, Inc., has entered into an
agreement to acquire a community shopping center in Phoenix, Arizona. This
Safeway-anchored grocery shopping center has approximately 180,000 square feet.

     We intend 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. 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.

     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 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.

                                       100


     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, respectively.

     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 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.

     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 truth 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.

POTENTIAL PROPERTY ACQUISITIONS

     We are currently considering acquiring the one property in Phoenix,
Arizona. Our decision to acquire this property will generally depend upon:

     -    no material adverse change occurring in the property, the tenants or
          the local economic conditions;

     -    our receipt of sufficient net proceeds from this offering to make this
          acquisition 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 this property. We cannot guarantee that we will complete this
acquisition.

                                       101


POTENTIAL PROPERTY: PEORIA STATION, PEORIA, ARIZONA

     We anticipate purchasing an existing shopping center known as Peoria
Station, which will contain 181,500 gross leasable square feet upon completion
of the current redevelopment. The center currently contains 140,019 gross
leasable square feet. The center is located at 10160 North 67th Avenue in
Peoria, Arizona.

     Inland Real Estate Acquisitions, Inc., an affiliate of our advisor, has
entered into a contract to acquire this property. We anticipate that Inland Real
Estate Acquisitions will assign this purchase contract to us at no cost. We
would then anticipate purchasing Peoria Station from PDG America, an
unaffiliated third party. Our total acquisition cost, including expenses, is
expected to be approximately $25,867,000. This amount may be adjusted based on
actual rental rates achieved on the redeveloped square feet. This amount may
also 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 $143 per square foot of leasable space.

     We may place financing on the property at the time of acquisition.

     In evaluating this property as a potential acquisition and determining the
appropriate amount of consideration to be paid for the property, we considered 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 the fact that overall rental rates at the shopping center
are comparable to market rates. We believe that this property is well located,
has acceptable roadway access, attracts high-quality tenants, is well maintained
and has been professionally managed. This property will be subject to
competition from similar shopping centers within its market area, and its
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 this property.

     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.

     Peoria Station was built in 1987 and redeveloped in 2002/2003. As of June
30, 2003, this property was 98% leased. We anticipate that all existing leases
will be assigned to us.

     For federal income tax purposes, the depreciable basis in this property
will be approximately $19,400,000. 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.

     Two tenants, Safeway and LA Fitness, 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:

                                       102




                                             Base Rent
                  Approximate               Per Square
                  GLA Leased    % of Total   Foot Per          Lease Term
Lessee             (Sq. Ft.)    GLA          Annum ($)    Beginning       To
---------------------------------------------------------------------------------
                                                        
Safeway                55,471          31%        5.60    04/01/95     12/31/97
                                                  6.92    01/01/98     12/31/17

LA Fitness             40,916          23%        6.60    05/01/02     01/31/03
                                                 13.20    02/01/03     01/31/07
                                                     *    02/01/07     01/31/12
                                                     *    02/01/12     01/31/17


* Rent increases by CPI

     As of June 30, 2003, a total 137,319 square feet was leased to 17 tenants
at this property. 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.)   Lease Ends     Rent ($)     Per Annum ($)
---------------------------------------------------------------------------
                                                          
Blackbelt Academy          1,800       08/03          23,886          13.27
Barro's Pizza              2,400       08/03          36,000          15.00
Ombundsman
  Education                1,763       11/03          28,208          16.00
Melly's Hallmark           3,000       01/04          40,500          13.50
Smartcare Medical
  Center                   1,200       10/04          30,724          25.60
Other Mothers              4,197       12/04          65,054          15.50
Circus Cleaners              900       01/05          14,362          15.96
Cents Store                5,300       04/05          57,400          10.83
H & R Block                1,800       04/05          33,048          18.36
Great Clips                1,200       06/05          21,900          18.25
Peter Piper Pizza         11,067       12/05         138,337          12.50
#1 Nails                     900       01/06          14,812          16.46
Tan Banana                 1,800       09/06          30,600          17.00
China Palace               1,885       08/07          41,885          22.22
Dunkin Donuts              1,720       04/09          51,416          29.89
LA Fitness                40,916       01/17         540,091          13.20
Safeway                   55,471       12/17         383,859           6.92


     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.

     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.

                                       103


                                 CAPITALIZATION

     The following table sets forth our historical capitalization as of June 30,
2003 and our pro forma capitalization as of that date as adjusted to give effect
to the sale of 200,000 shares of common stock 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 advisor, for which the 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."



                                                                                      June 30, 2003
                                                                                Historical      Pro Forma
                                                                               ------------   ------------
                                                                                        
DEBT:
   Mortgage notes payable...................................................   $          0   $          0

STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value, 10,000,000 authorized, none
   outstanding..............................................................              0              0
   Common stock, $.001 par value, 350,000,000 authorized, 20,000
     shares issued and outstanding historical; 220,000 shares
     issued and outstanding pro forma ......................................             20            220
   Additional paid-in capital...............................................        202,230      1,902,030
   Retained earnings deficit................................................         (9,750)        (9,750)
                                                                               ------------   ------------
     Total stockholders' equity.............................................        192,500      1,892,500
                                                                               ------------   ------------
     Total capitalization...................................................   $    192,500   $  1,892,500
                                                                               ============   ============


                                       104


                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR
                               FINANCIAL CONDITION

     Certain statements contained in this "Management's Discussion and Analysis
of Our Financial Condition" and elsewhere in this prospectus constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. See "Cautionary Note Regarding
Forward-Looking Statements." You should read the following discussion along with
our financial statements and the related notes included in this prospectus.

LIQUIDITY AND CAPITAL RESOURCES

     We were formed in March 2003 to acquire and manage a diversified portfolio
of real estate, primarily located in states west of the Mississippi River. We
may also acquire single-user retail properties in locations throughout the
United States, certain of which may be sale and leaseback transactions, net
leased to creditworthy tenants. The advisor has guaranteed payment of all public
offering expenses (excluding selling commissions and other fees payable to the
managing dealer) in excess of 5.5% of the gross offering proceeds or all
organization and offering expenses (including such selling expenses) which
together exceeds 15% of the gross offering proceeds.

     We will provide the following programs to facilitate investment in the
shares and to provide limited liquidity for stockholders until such time as a
market for the shares develops:

     The distribution reinvestment program will allow stockholders who purchase
shares pursuant to this offering 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.

     The share repurchase program will provide existing 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 ten times our "funds available for
          distribution" per weighted average share outstanding for per prior
          calendar year.

Shares purchased by us will not be available for resale. During any offering,
the repurchase price shall be equal to or below the price of the shares offered
in any offering.

     The net proceeds of the offering will enable us to purchase properties. It
is our policy to acquire properties free and clear of permanent mortgage
indebtedness if we deem it advantageous by paying the entire purchase price of
each property in cash or for shares, interest in entities that own our
properties, or a combination of these means, and to selectively encumber all or
some properties. We may, however, acquire properties subject to existing
indebtedness. Following acquisition, the proceeds from such loans will be used
to acquire additional properties to increase cash flow and provide further
diversity. If the

                                       105


offering is not fully sold, our ability to diversify our investments may be
diminished. Our advisor expects that the cash to be generated from operations of
the properties identified for acquisition, which we intend to acquire if
sufficient proceeds are raised in the offering, will be adequate to pay our
operating expenses and provide distributions to stockholders.

     Our management will monitor the various qualification tests we must meet to
maintain our status as a REIT. We test large ownership of the shares upon
purchase to determine that no more than 50% in value of the outstanding shares
is owned, directly or indirectly, by five or fewer persons or entities at any
time. Our management also determines, on a quarterly basis, that the gross
income, asset and distribution tests described in the section entitled "Federal
Income Tax Considerations -- Federal Income Taxation as a REIT" are met. On an
ongoing basis, as we and the advisor perform due diligence on potential
purchases of properties or temporary investment of uninvested capital,
management of both entities will determine that the income from the new asset
will qualify for REIT purposes.

CAPITAL RESOURCES

     As of the date of this prospectus, we have identified one property in which
to invest. If the minimum 200,000 shares are sold, we would not have sufficient
resources to acquire the property identified.

     We have rights to purchase an investment property currently being
redeveloped, known as Peoria Station, from an unaffiliated third party for
approximately $25,867,000. This amount may be adjusted based on actual rental
rates achieved on the redeveloped square feet. We expect to purchase this
property by November 1, 2003, however, the seller may extend the closing date if
minimum rental rates stated in the contract have not yet been achieved.

     The number of properties we will acquire will depend upon the amount of the
net proceeds of the offering. The advisor is not aware of any material trends,
favorable or unfavorable, in either capital resources or the outlook for
long-term cash generation, nor does it expect any material changes in the
availability and relative cost of such capital resources, other than as referred
to herein.

     The advisor has guaranteed payment of all organization and offering
expenses, including selling commissions and the other fees payable to the
managing dealer, in excess of 15% of the gross offering proceeds of the offering
and all organization and offering expenses, excluding such selling expenses, in
excess of 5.5% of the gross offering proceeds. In addition, if we do not sell
the minimum offering, neither our sponsor nor our advisor will be reimbursed for
any organization and offering expenses.

     As of June 30, 2003, we had incurred $691,911 of offering and organization
costs, all of which was advanced by our advisor.

     Certain compensation and fees payable to our advisor for services to be
provided to us are limited to maximum amounts. Set forth below is a table
describing compensation and fees payable by us to our advisor.

                                       106


Nonsubordinated payments:


                                                        
Offering stage:
                          Selling commissions                 7.5% of the sale price for each share
                          Marketing contribution and due      3.0% of the gross offering proceeds
                          diligence allowance
                          Reimbursable expenses and other     We will reimburse our sponsor for
                          expenses of issuance                actual costs incurred, on our behalf, 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
Operational stage
                          Property management fee.  THIS FEE  4.5% of the gross income from the
                          TERMINATES UPON A BUSINESS          properties. (Cannot exceed 90% of
                          COMBINATION WITH OUR PROPERTY       the fee which would be payable to
                          MANAGER                             an unrelated third party)
                          Loan servicing fee                  .08% 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
                          Reimbursable expenses relating to   The compensation and reimbursements
                          administrative services             to our advisor and its affiliates
                                                              will be approved by a majority of
                                                              our directors
Liquidation stage:
                          Property disposition fee. THIS FEE  Lesser of 3% of sales price or 50%
                          TERMINATES UPON A BUSINESS          of the customary commission which
                          COMBINATION WITH THE ADVISOR        would be paid to a third party
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 OUR       non-cumulative, non-compounded return,
                          ADVISOR                             equal to 6% per annum

                          Liquidation stage:
                          Incentive advisory fee. THIS FEE    After our stockholders have first
                          TERMINATES UPON A BUSINESS          received a 10% cumulative, non-
                          COMBINATION WITH OUR ADVISOR        compounded return and a return on
                                                              their net investment, an incentive
                                                              advisory fee equal to 15% on net
                                                              proceeds from the sale of a property
                                                              will be paid to our advisor


     As of the date of this prospectus, we have no current plans to acquire the
property manager or advisor. No subscriptions for shares have been received from
the public. The only funds received to date are from the advisor's contribution
of $200,000 for 20,000 common shares.

                                       107


RESULTS OF OPERATIONS

     As of the date of this prospectus, we have not yet had any operations. We
intend to use the proceeds of this offering as set forth under "Estimated Use of
Proceeds," principally to acquire properties. Our primary business objective
will be to enhance the performance and value of our properties through
management strategies designed to meet the needs of an evolving retail
marketplace.

     As we have not acquired any properties yet, our advisor is not aware of any
known trends or uncertainties, other than national economic conditions, which
have had or which may be reasonably expected to have a material impact,
favorable or unfavorable, on revenues or income from the acquisition and
operation of real properties other than those referred to in the prospectus.

     We have paid no distributions yet.

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 operating income as determined under accounting principles
generally accepted in the United States of America or GAAP. Due to certain
unique operating characteristics of real estate companies, the National
Association of REITs, also known as "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 ours. As defined by NAREIT, FFO means net income computed in accordance
with GAAP, less extraordinary, unusual and non-recurring items, excluding gains
(or losses) from debt restructuring and sales of properties plus depreciation
and amortization and after adjustments for unconsolidated partnership 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, the presentation of FFO by us 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.

INITIAL PROPERTY

     We have the right to acquire a neighborhood center, being the initial
property. If sufficient funds are raised in the offering, we will, subject to
certain conditions, acquire the initial property from an unaffiliated third
party. See "Real Property Investments" for a more detailed description of the
initial property.

CRITICAL ACCOUNTING POLICIES

GENERAL.

     The following disclosure pertains to critical accounting policies
management believes will be most "critical" to the portrayal of our financial
condition and results of operations which require management's 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

                                       108


policies discussed in this section are not to be confused with accounting
principles and methods disclosed in accordance with GAAP. GAAP requires
information in financial statements about accounting principles, methods used
and disclosures pertaining to significant estimates. This discussion addresses
judgments known to management pertaining to trends, events or uncertainties
known which will be 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.

     VALUATION AND ALLOCATION OF INVESTMENT PROPERTY. In order to ascertain the
value of an investment property management will take into consideration many
factors which require difficult, subjective or complex judgments to be made.
These judgments require management to make assumptions when valuing each
investment property. Such assumptions include projecting vacancy rates, rental
rates, property operating expenses, capital expenditures, and debt financing
rates, among others. The capitalization rate is also a significant driving
factor in determining the property valuation which requires management's
judgment of factors such as market knowledge, historical experience, length of
leases, tenant financial strength, economy, demographics, environment, property
location, visibility, age, and physical condition, and investor return
requirements, among others. Furthermore, at the acquisition date, every property
acquired will be supported by an independent appraisal. All of the
aforementioned factors are taken as a whole by management in determining the
valuation. The valuation is sensitive to the actual results of any of these
uncertain factors, either individually or taken as a whole. Should the actual
results, differ from management's judgment, the valuation could be negatively
effected.

     We will allocate the purchase price of the each acquired investment
property between land, building and improvements, acquired favorable and
unfavorable leases, lease origination value (the market cost avoidance of
executing each acquired lease), 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 complex judgments and significant estimates. We use the
information contained in the independent appraisal we obtained as the primary
basis for the allocation to land and building improvements. We determine whether
any financing assumed is above or below market based upon comparison to similar
financing terms for similar investment properties. We also will allocate a
portion of the purchase price to the estimated lease origination value based on
estimated lease execution costs for similar leases and consider various factors
including geographic location and size of leased space. We also will evaluate
each acquired lease based upon current market rates at the acquisition date and
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 favorable or
unfavorable. After an acquired lease is determined to be favorable or
unfavorable, we will allocate a portion of the purchase price to such favorable
or unfavorable acquired lease 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" for each individual lease and primarily based
upon the credit worthiness of each individual tenant.

     On a quarterly basis, we will conduct an impairment analysis in accordance
with Statement of Financial Accounting Standards No. 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 allocation of purchase price, and possible subsequent
impairment of investment properties is a significant estimate that can and does
change based on management's continuous process of analyzing each property and
on management's assumptions about uncertain inherent factors.

                                       109


     COST CAPITALIZATION AND DEPRECIATION POLICIES. Our policy will be to review
all expenses paid and capitalize any item exceeding a threshold deemed to be an
upgrade or a tenant improvement that is included in the investment property
asset classification. In addition, we will capitalize costs incurred during the
development period, including direct costs and indirect costs such as
construction, insurance, architectural costs, and legal fees, interest and other
financing costs, and real estate taxes. We will cease capitalization of indirect
costs once management considers the property is substantially complete and
available for occupancy.

     Buildings and improvements will be depreciated on a straight line basis
based upon estimated useful lives of 30 years for buildings and improvements and
15 years for site improvements. That portion of the purchase price is allocated
to acquired favorable and unfavorable leases will be amortized on a straight
line basis over the life of the related lease as an adjustment to rental income.
Lease origination value, other leasing costs, and tenant improvements will be
amortized on a straight line basis over the life of the related lease as a
component of amortization expense.

     Cost capitalization and the estimate of useful lives requires management
judgment and includes significant estimates that can and do change based on
management's continuous process of analyzing each property and on management's
assumptions about uncertain inherent factors.

     REVENUE RECOGNITION. We will 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 will be 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 will be accrued as revenue in the period the applicable expenditures
are incurred. Management makes certain assumptions and judgments in estimating
the reimbursements at the end of each reporting period. Should the actual
results differ from management's judgment, the estimated reimbursement could be
negatively effected adjusted appropriately.

     In connection with certain acquisitions, we will receive payments under
master lease agreements pertaining to some non-revenue producing spaces either
at the time or subsequent to the purchase. GAAP requires that as these payments
are received, they be recorded as a reduction in the purchase price rather than
as rental income. These master leases may be established at the time of purchase
in order to mitigate the potential negative effects of rent and occupancy
assumptions utilized in the valuation of the investment property. Master lease
payments will be received through a draw of funds escrowed at the time of
purchase and will be for a period from one to three years. There is no assurance
that upon the expiration of the master leases agreements that the valuation
factors pertaining to rent and occupancy assumed by management will be met.
Should the actual results differ from management's judgment, the property
valuation could be negatively or positively affected.

     VALUATION OF ACCOUNTS AND RENTS RECEIVABLE. Management will take into
consideration certain factors that require judgments to be made as to the
collectability of receivables. Collectability factors taken into consideration
are the amounts outstanding, payment history, and financial strength of the
tenant, which taken as a whole determines the valuation.

     REIT STATUS. In order to maintain our status as a REIT, we are required to
distribute at least 90% of its REIT taxable income to our stockholders. We must
also meet certain asset and income tests, as well as other requirements. We will
monitor the business and transactions that may potentially impact our

                                       110


REIT status. If we fail to qualify as a REIT in any taxable year, we will be
subject to Federal income tax (including any applicable alternative minimum tax)
on our taxable income at regular corporate rates.

NEW ACCOUNTING PRONOUNCEMENT

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 June 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.

INFLATION

     Inflation is likely to increase rental income from leases to new tenants
and lease renewals, subject to market conditions, for any retail centers we
acquire. Our rental income and operating expenses for any properties to be owned
and operated on a triple-net lease basis are not likely to be directly affected
by future inflation, since rents are or will be fixed under those leases and
property expenses are the responsibility of the tenants. The capital
appreciation of properties leased on triple-net lease basis 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 properties leased on a triple-net-lease basis.

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

                                       111


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.

     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 will have the effect of smoothing out interest
rate fluctuations, the result may be to reduce the overall returns on your
investments.

     As we have yet to raise any money, our board has not yet established
policies and procedures regarding our use of derivative financial instruments
for hedging or other purposes.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

                                       112


                            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 350,000,000
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 250,020,000
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.

                                       113


     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.

     We will act as our own registrar and transfer agent for our common stock.

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 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

                                       114


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. 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, 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 advisor, sponsor,
          director(s) or any affiliates of our 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, as part of
a financing arrangement or as part of a stock plan to our directors, officers or
employees.

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).

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     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 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

                                       116


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 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 representing any shares of our common or preferred stock
will bear a legend referring to the restrictions described above.

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PROVISIONS OF MARYLAND LAW AND OF OUR ARTICLES OF INCORPORATION AND BYLAWS

     The following paragraphs summarize some provisions of Maryland law and the
material terms of our articles of incorporation and bylaws. 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
(an interested stockholder) 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
          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.

     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

                                       118


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 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.

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                                       119


                         SHARES ELIGIBLE FOR FUTURE SALE

SHARES TO BE OUTSTANDING OR ISSUABLE UPON EXERCISE OR CONVERSION OF OTHER
OUTSTANDING SECURITIES

     Upon the completion of the offering and the consummation of the formation
transactions, we expect to have outstanding 270,020,000 shares of common stock.
This includes:

     -    the 20,000 shares purchased by our advisor;

     and assumes that:

     -    we sell all 250,000,000 shares of common stock offered on a best
          efforts basis in this initial public offering;

     -    we sell all 20,000,000 shares to be issued under our distribution
          reinvestment program described in this 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.

     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

                                       120


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 will issue in the
aggregate options to purchase 9,000 shares of our common stock to our
independent directors, at the exercise price of $8.95 per share, when, and if,
we have 90,000 shares of common stock issued and outstanding. One-third of the
shares will be exercisable upon their grant. An additional 66,000 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.

     "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

                                       121


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. 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 and could also hinder our future attempts
to obtain financing.

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                                       122


                     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 were filed in Maryland, and 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

                                       123


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 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;

                                       124


     -    engage in mergers, consolidations or share exchanges, except in
          certain circumstances; or

     -    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 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
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 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 or the sale of all or substantially all of our assets, and 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 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 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.

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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.

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;

     -    by or at the direction of our board; or

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     -    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 and existence;

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     -    sponsor or 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 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;

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     -    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 advisor
will reimburse us the amount by which the aggregate annual total operating
expenses we paid

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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 advisor, sponsor and any director or their affiliates as follows:

     -    SALES AND LEASES TO US. We will not purchase property from our
          sponsor, 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, ADVISOR, DIRECTOR OR ANY AFFILIATE. Our
          sponsor, 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, 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, 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, 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,
          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,
          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.

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

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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.

     (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 advisor, sponsor,
          directors or their affiliates, we must obtain the appraisal from an
          independent expert. We

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          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 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 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 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 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.

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     (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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                                       133


                        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 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.

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     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:

                                       135


-    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 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.

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          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 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:

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     -    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 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

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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 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;

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     -    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.

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

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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. 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

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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 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

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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 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

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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.
President Bush has proposed to exempt certain dividend payments made by certain
corporations from federal taxation. We cannot be sure what impact, if any, any
possible legislation could have on us or you as a stockholder.

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                              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.

                                       145


     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."

                                       146


     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.

                                       147


                              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 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. If the minimum offering of 200,000 shares is not sold by
September 15, 2004, we will cancel this offering and your investment will be
returned to you within five business days after cancellation with any interest
earned on your investment and with no deduction from your investment. If the
minimum offering of 200,000 shares of common stock is sold and if this offering
continues thereafter, the offering will terminate on or before, September 15,
2004, unless we elect to extend it to a date no later than September 15, 2005,
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
$679,780,000 in its offering. As of June 30, 2003, Inland Retail Real Estate
Trust, Inc. raised approximately $2,156,104,000 in its offering.

     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. None of the
common stock offered by this prospectus will be sold, no commissions or fees
will be paid, and your initial admission as a stockholder will not take place
unless the escrow agent has received and accepted paid subscriptions for at
least 200,000 shares of common stock for $2,000,000 within six months from the
date of this prospectus. If subscriptions for at least the minimum offering have
not been received, accepted, and paid for within six months from the date of
this prospectus, the escrow agent will promptly refund your investment, together
with your pro rata share of any interest earned. If a refund is made, our
sponsor will pay any escrow fees.

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     The escrow agreement between us, the managing dealer and the escrow agent
provides that escrowed funds will be invested by the escrow agent in an interest
bearing account with the power of investment in short term securities issued or
guaranteed by the United States Government which can be readily sold, or other
investments permitted under the Securities Exchange Act of 1934. Additionally,
as soon as we have received subscription proceeds for at least 200,000 shares of
our common stock, we may invest the proceeds in other short term investments
which can be readily sold, with appropriate safety of principal. After the
minimum offering amount is sold, subscription proceeds are expected to be
released to us as subscriptions are accepted. 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.

     The interest, if any, earned on subscription proceeds relating to the
minimum offering prior to the release of the subscription proceeds to us from
escrow will be distributed to you on a pro rata basis within 30 days after the
end of the quarter during which you were admitted as a stockholder. After your
initial admission as a stockholder in connection with the sale of at least
200,000 shares, 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.

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 escrow
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

                                       149


funds and your subscription agreement will be returned to you, without interest
or deduction, within 10 days after receipt.

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);

     -    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 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.

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     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.

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 contribution
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 contribution and due diligence expense allowance to soliciting
dealers. Generally, the managing dealer will not give any portion of the
marketing contribution 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 contribution 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 contribution and due    3% of gross offering
    diligence allowance                 proceeds                    $  75,000,000
                                --------------------------------------------------------


     We will not pay selling commissions, marketing contributions 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 advisor, affiliates of our 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:

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     -    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 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 worth of common
stock (25,001 shares) through the same soliciting dealer may 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



     AMOUNT OF SELLING                                    MAXIMUM 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       more than            1%
                                          $ 10,000,000


     Any reduction in the amount of the selling commissions in respect of volume
discounts received may 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. You may combine subscriptions made in this offer with
other subscriptions in this offering for the purposes of computing amounts
invested. Purchases by spouses may also be combined and purchases by you may 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

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investment decisions are made by an independent investment adviser, 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
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.

     If the dollar amount of commissions paid for combined purchases exceeds the
maximum commissions for combined purchases, taking the volume discount into
effect, the managing dealer will be obligated to return to us, and soliciting
dealers will be obligated to return to the managing dealer, any excess
commissions received. The managing dealer and we may adjust any future
commissions due for any such excess commissions that are not returned.

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,

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$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 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

                                       154


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 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 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 bear 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 CONTRIBUTION AND DUE DILIGENCE EXPENSE ALLOWANCE. The marketing
contribution 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

                                       155


          securities law violations. The soliciting dealer will be required to
          indemnify us and our advisor against such liabilities.

     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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                                       156


                                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 "LNB/Escrow Agent for IWRRET ", 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. Subject to us
          selling the minimum amount, 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

                                       157


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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                                       158


                                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 advisor, may consist of a brochure describing the 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 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.

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                                       159


             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. 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 certificates showing ownership of 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

                                       160


     -    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 certificates representing 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.

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     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 certificate of ownership.

     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 stock
certificate for 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 prorata
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.

                                       162


     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 certificate of ownership, and 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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                                       163


                             REPORTS TO STOCKHOLDERS

     Our 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 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 advisor and any affiliate of the advisor, including fees
          or charges paid to the advisor and to any affiliate of the 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 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;

     -    the proposed method of financing, if any, including estimated down
          payment, leverage ratio, prepaid interest, balloon payment(s),
          prepayment penalties, "due-on-sale" or

                                       164


          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 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 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 F 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.

                                   LITIGATION

     We are not subject to any material pending legal proceedings.

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                     RELATIONSHIPS AND RELATED TRANSACTIONS

     We have entered into agreements to pay our advisor and its affiliates
certain fees or other compensation for providing services to us.

     The compensation arrangements between us and our 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 advisor and its affiliates. In those instances in which there are
maximum amounts or ceilings on the compensation which may be received, our
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 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 Advisor is allowed.

NONSUBORDINATED PAYMENTS

     The following aggregate amounts of compensation, allowances and fees we may
pay to our 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          We will pay a selling commission of 7.5% of the sale   The actual amount depends upon
to the managing dealer and           price for each share (and reallow 7%), subject to      the amount of shares sold.  We
dealers designated by the            reduction for special sales under the circumstances    will not pay selling
managing dealer referred to          as described in the "Plan of Distribution -            commissions if the minimum
as soliciting dealers.               Compensation - We Will Pay For the Sale of Our         offering is not sold.  If only
Neither the managing dealer,         Shares."                                               the minimum offering is sold
the soliciting dealers, nor                                                                 and there are no special sales,
our officers or  directors           We will permit the managing dealer and its             a total of $150,000 in selling
will be offered to purchase          respective officers and employees and certain of its   commissions will be paid.  A
shares of our stock in order         affiliates to purchase shares net of sales             total of $187,500,000 in
to meet the minimum                  commissions and the marketing contribution and due     selling commissions will be
thresholds.                          diligence expense allowance or for $8.95 per share.    paid if the maximum offering is
                                                                                            sold and there are no special
                                     Also, soliciting dealers and their respective          sales.
                                     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%.


                                       166




    TYPE OF COMPENSATION                                                                            ESTIMATED MAXIMUM
      AND RECIPIENT                                 METHOD OF COMPENSATION                             DOLLAR AMOUNT
-----------------------------        ----------------------------------------------------   -------------------------------
                                                                                      
Marketing contribution and due       We will pay an amount equal to 2.5% of the gross       The actual amount depends on
diligence expense allowance          offering proceeds to the managing dealer, all or a     the number of shares. If there
paid to the managing dealer          portion of which may be passed on to soliciting        are no special sales,
and soliciting dealers.              dealers, in lieu of reimbursement of specific          approximately the following
                                     expenses associated with marketing. We may pay an      amounts will be paid for the
                                     additional 0.5% of the gross offering proceeds to      marketing contribution and the
                                     the managing dealer, which may be passed on to the     due diligence expense
                                     soliciting dealers, for due diligence expenses. We     allowance:
                                     will not pay the marketing contribution and due
                                     diligence expense allowance in connection with any     -  $60,000 if we sell the
                                     special sales, except those receiving volume              minimum number of shares;
                                     discounts and those described in "Plan of                 or
                                     Distribution - Volume Discounts."
                                                                                            -  $75,000,000 if we sell the
                                                                                               maximum number of shares.

Other expenses of issuance           We expect to incur the following expenses in           All amounts other than the
and distribution                     connection with this offering:                         Securities and Exchange
                                                                                            Commission registration fee
                                     Securities and Exchange                                and the NASD filing fee are
                                     Commission registration                                estimates. The actual amounts
                                       fee                                 $    217,621     of these expenses cannot be
                                     NASD filing fee                       $     30,500     determined at the present
                                     Printing and mailing                                   time. We estimate the total
                                       expenses                            $  3,500,000     amount of the issuance and
                                     Blue Sky fees and                                      distribution expenses to be
                                       expenses                            $    136,000     approximately $14,684,121.
                                     Legal fees and
                                       expenses                            $    650,000
                                     Accounting fees and
                                       expenses                            $    650,000
                                     Advertising and sales
                                       literature                          $  5,000,000
                                     Due diligence                         $  3,000,000
                                     Data Processing fees                  $    500,000
                                     Bank fees and other
                                         administrative
                                         expenses                          $    200,000

                                     We will reimburse our sponsor for actual costs         Expenses of approximately
                                     incurred in connection with the offering on our        $691,911 have been advanced by
                                     behalf.  However, if the aggregate of all offering     our sponsor through June 30,
                                     expenses, including selling commissions, the           2003 in connection with this
                                     marketing contribution and due diligence expense       offering. We may reimburse for
                                     allowance, exceeds 15% of the gross offering           offering expenses advanced:
                                     proceeds, or if the aggregate of all offering          -  $90,000 if we sell the
                                     expenses, excluding the selling expenses, exceeds         minimum offering based on
                                     5.5% of the gross offering proceeds, our advisor or       the 15% limitation; or
                                     its affiliates will promptly pay the excess and we
                                     will have no liability for these expenses at any       -  $14,684,000 if we sell the
                                     time afterward.                                           maximum offering.

                                                                                            If the offering is not
                                                                                            successful, then our sponsor
                                                                                            will be solely responsible for
                                                                                            the organization and offering
                                                                                            expenses to the extent it has
                                                                                            not been reimbursed.


                                       167




                                                                                                     ESTIMATED MAXIMUM
TYPE OF COMPENSATION AND RECIPIENT                  METHOD OF COMPENSATION                             DOLLAR AMOUNT
----------------------------------   ----------------------------------------------------   -------------------------------
                                                                                      
                                                       ACQUISITION STAGE

Acquisition expenses paid to         We will pay an amount, estimated to be up to 0.5%      We may pay the following
our advisor and its                  of the total of (1) the gross offering proceeds        amounts for the reimbursement
affiliates.                          from the sale of 250,000,000 shares, (2) the gross     of acquisition expenses:
                                     proceeds from the sale of up to 20,000,000 shares
                                     pursuant to the distribution reinvestment              -  no more than $10,000 if the
                                     programs. The acquisition expenses for any                minimum number of shares
                                     particular property will not exceed 6% of the             are sold; or
                                     gross purchase price of the property.
                                                                                            -  no more than $13,450,000 if
                                     However, if we request additional services, the           the maximum number of
                                     compensation will be provided on separate                 shares are sold and all of
                                     agreed-upon terms and the rate will be approved by        the 20,000,000 shares are
                                     a majority of disinterested directors, including a        sold pursuant to the
                                     majority of the disinterested independent                 distribution reinvestment
                                     directors, as fair and reasonable for us.                 program.

                                                                                            However, the actual amounts
                                                                                            cannot be determined at the
                                                                                            present time.

Interest expenses paid to our        We may borrow money from our advisor and its           The actual amounts are
advisor and its affiliates and       affiliates in order to acquire properties. In such     dependent on actual
Inland Mortgage Corporation in       instances, we will pay our advisor and its             borrowings. Therefore, these
connection with loans.               affiliates customary interest payments.                amounts cannot be determined
                                                                                            at the present time.


                                                                                                ESTIMATED MAXIMUM
TYPE OF COMPENSATION AND RECIPIENT                  METHOD OF COMPENSATION                        DOLLAR AMOUNT
----------------------------------   ----------------------------------------------------   -------------------------------
                                                                                      
                                                      OPERATIONAL STAGE

Property management fee paid         We will pay a monthly fee of 4.5% of the gross         The actual amounts are
to our property manager,             income from the properties. We will also pay a         dependent upon results of
Inland Western Management            monthly fee for any extra services equal to no         operations and, therefore,
Corp. We will pay the fee for        more than 90% of that which would be payable to an     cannot be determined at the
services in connection with          unrelated party providing the services. The            present time. If we acquire
the rental, leasing, operation       property manager may subcontract its and/or our        the businesses of our advisor
and management of the                property manager, duties for a fee that may be
properties.                          less than the property management fees the fee
                                     provided for in the management will cease.
                                     services agreements.

Advisor asset management fee.        We will pay our advisor an asset management fee        The actual amounts are
We will pay the fee for              after our stockholders have first received a 6%        dependent upon results of
services in connection with          annual return.                                         operations and, therefore,
our day-to-day operations,                                                                  cannot be determined at the
including making strategic                                                                  present time.
decisions, performing
day-to-day operations that
include accounting,


                                       168



                                                                                      
investment advisory services,
risk management services and
tax reduction services and
providing other services as
our board deems appropriate.


                                                                                                    ESTIMATED MAXIMUM
TYPE OF COMPENSATION AND RECIPIENT                  METHOD OF COMPENSATION                            DOLLAR AMOUNT
----------------------------------   ----------------------------------------------------   -------------------------------
                                                                                      
                                                      OPERATIONAL STAGE

Reimbursable expenses to our         We will reimburse some expenses of the advisor.        The actual amounts are
advisor. These may include           The compensation and reimbursements to our advisor     dependent upon results of
costs of goods and services,         will be approved by a majority of our directors        operations and, therefore,
administrative services and          and a majority of our independent directors as         cannot be determined at the
non-supervisory services             fair and reasonable for us.                            present time.
performed directly for us by
independent parties.

We will reimburse some               Inland Risk and Insurance Management Services          The actual amounts are
expenses of the Inland Risk          charges us $50 per hour for assistance in              dependent upon results of
and Insurance Management             obtaining insurance coverage. Any commissions they     operations and, therefore,
Services for insurance               receive are credited against this hourly rate. We      cannot be determined at the
coverage.                            believe this hourly rate is approximately 90% of       present time.
                                     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 us       The actual amounts are
Mortgage Servicing Corporation       .03% per year on the first billion dollars of          dependent upon results of
and Inland Mortgage Investment       mortgages serviced and .01% thereafter. Inland         operations and, therefore,
Corporation for purchase, sale       Mortgage Investment Corporation charges us .02% of     cannot be determined at the
and servicing of mortgages.          the principal amount of each loan placed. The          present time.
                                     compensation to these companies will be approved
                                     by a majority of our directors and a majority of
                                     our independent directors as fair and reasonable
                                     for us.


                                                                                                     ESTIMATED MAXIMUM
TYPE OF COMPENSATION AND RECIPIENT                  METHOD OF COMPENSATION                             DOLLAR AMOUNT
----------------------------------   ----------------------------------------------------   -------------------------------
                                                                                      
                                                      LIQUIDATION STAGE

Property disposition fee             We may pay a property disposition fee to our           The actual amounts to be
payable to our advisor's             advisor and its affiliates if we sell any of our       received depend upon the sale
affiliates, Inland Real              real property in an amount equal to the lesser of:     price of our properties and,
Estate Sales, Inc. and Inland                                                               therefore, cannot be
Partnership Property Sales           3. 3% of the contract sales price of the property;     determined at the present
Corp.                                   or                                                  time. If we acquire the
                                                                                            advisor, the property
                                                                                            disposition fee will


                                       169




                                                                                                     ESTIMATED MAXIMUM
TYPE OF COMPENSATION AND RECIPIENT                  METHOD OF COMPENSATION                             DOLLAR AMOUNT
----------------------------------   ----------------------------------------------------   -------------------------------
                                                                                      
                                                       LIQUIDATION STAGE

                                     4. 50% of the customary commission which would be      cease.
                                        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 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 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 of       The actual amounts to be
payable to our advisor.              not more than 1% of our average assets. Our            received depend upon the sale
                                     average assets means the average of the total book     price of our properties and,
                                     value of our real estate assets plus the total         therefore, cannot be
                                     value of our loans receivables secured by real         determined at the present
                                     estate, before reserves for depreciation or bad        time. If we acquire the
                                     debts or other similar non-cash reserves. We will      advisor, the property
                                     compute our average assets by taking the average       disposition fee will cease.
                                     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 advisor must
                                     reimburse us for the following amounts if any:

                                     (3) 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.

                                     (4) an amount, which will not exceed the advisor
                                         asset management fee for that year, equal to
                                         any difference between the


                                       170



                                                                                      
                                         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.


    TYPE OF COMPENSATION                                                                             ESTIMATED MAXIMUM
      AND RECIPIENT                                 METHOD OF COMPENSATION                             DOLLAR AMOUNT
-----------------------------        ----------------------------------------------------   -----------------------------------
                                                                                      
                                                      LIQUIDATION STAGE

Incentive advisory fee               We will pay to the advisor an amount equal to 15%      The actual amounts to be
payable to our advisor.              of the net proceeds from the sale of a property        received depend upon the sale
                                     after the stockholders have first received:            price of our properties and,
                                                                                            therefore, cannot be
                                     (1) a cumulative non-compounded return equal to        determined at the present
                                         10% a year on their net investment; and            time. If we acquire or
                                                                                            consolidate with the business
                                     (2) their net investment.                              conducted by our advisor, the
                                                                                            incentive advisory fee will
                                                                                            terminate.


                                       171


                                  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 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 balance sheet of Inland Western Retail Real Estate Trust, Inc. as of
June 30, 2003, and the historical summary of gross income and direct operating
expenses of Peoria Station for the year ended December 31, 2002, have been
included herein in reliance upon the reports of KPMG LLP, independent
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

                       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.

                                       172


                          INDEX TO FINANCIAL STATEMENTS

                                       AND

                              FINANCIAL STATEMENTS


                                                                                         
1.   INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

     (a)   Report of Independent Registered Public Accounting Firm                          F-1

     (b)   Balance Sheet at June 30, 2003                                                   F-2

     (c)   Notes to Balance Sheet at June 30, 2003                                          F-3

2.   PEORIA STATION:

     (a)   Report of Independent Registered Public Accounting Firm                          F-8

     (b)   Historical Summary of Gross Income and Direct Operating Expenses for the
           year ended December 31, 2002 and six months ended June 30, 2003
           (unaudited)                                                                      F-9

     (c)   Notes to the Historical Summary of Gross Income and Direct
           Operating Expenses for the year ended December 31, 2002 and
           six months ended June 30, 2003 (unaudited)                                       F-10


                                       F-i


                               Report of Independent
                         Registered Public Accounting Firm

Board of Directors
Inland Western Retail Real Estate Trust, Inc.


We have audited the accompanying balance sheet of Inland Western Retail Real
Estate Trust, Inc. (the "Company") as of June 30, 2003. This financial statement
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement 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 balance sheet
is free of material misstatement. An audit of a balance sheet includes
examining, on a test basis, evidence supporting the amounts and disclosures in
that balance sheet. An audit of a balance sheet also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Inland Western Retail Real Estate
Trust, Inc. as of June 30, 2003, in conformity with U.S. generally accepted
accounting principles.


KPMG LLP


Chicago, Illinois
August 15, 2003

                                       F-1


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                                  BALANCE SHEET
                                  June 30, 2003


                                                                 
                                     ASSETS

Cash                                                                $    200,000
Deferred offering costs                                                  684,411
                                                                    ------------

Total assets                                                        $    884,411
                                                                    ============

                      LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Accrued offering expenses                                           $    691,911

Commitments and contingencies (Note 3)

Stockholder's equity:
Preferred stock, $.001 par value,
  10,000,000 shares authorized, none
  outstanding                                                                  -
Common stock, $.001 par value,
  350,000,000 shares authorized, 20,000
  shares issued and outstanding                                               20
Additional paid in capital                                               202,230
Retained earnings deficit                                                 (9,750)
                                                                    ------------

Total stockholders' equity                                               192,500
                                                                    ------------

Total liabilities and stockholders' equity                          $    884,411
                                                                    ============


                    See accompanying notes to balance sheet.

                                       F-2


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                             NOTES TO BALANCE SHEET

                                  June 30, 2003

(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 and has not commenced operations. The
Advisory Agreement (the "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. The Company contemplates the sale of up to
250,000,000 shares of common stock ("Shares") at $10 each in an initial public
offering (the "Offering") to be registered with the Securities and Exchange
Commission (the "Registration Statement") and the issuance of 20,000,000 shares
at $9.50 each which may be distributed pursuant to the Company's distribution
reinvestment program. No shares will be sold unless subscriptions for at least
200,000 shares (the minimum offering) have been obtained within one year after
commencement of the Offering.

The Company intends to qualify 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. If the Company qualifies
for taxation as a REIT, the Company generally will not be subject to federal
income tax to the extent it distributes 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 will provide the following programs to facilitate investment in the
Company's shares and to provide limited liquidity for stockholders.

The Company will allow 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 will 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, monthly 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 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.

                                       F-3


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                             NOTES TO BALANCE SHEET
                                   (continued)

                                  June 30, 2003

(2)  Summary of Significant Accounting Policies

The preparation of a balance sheet requires management of the Company to make a
number of 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 balance sheet. Actual results could differ from those estimates.

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 June 30, 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.

(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 June 30, 2003, the Company had incurred $691,911 of offering and
organization costs, all of which was advanced by the Advisor. 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. In the event that the
minimum offering is not successful, an Affiliate of the Advisor will bear the
related costs of the Offering.

                                       F-4


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                             NOTES TO BALANCE SHEET
                                   (continued)

                                  June 30, 2003

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

      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 THE  fee which would be payable to an
           PROPERTY MANAGEMENT COMPANY.   unrelated third party)

           Loan servicing fee             .08% 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

           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.

                                       F-5


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                             NOTES TO BALANCE SHEET
                                   (continued)

                                  June 30, 2003

     Liquidation stage:

           Property disposition fee       Lesser of 3% of sales price or 50% of
           THIS FEE TERMINATES UPON       customary the commission which would
           A BUSINESS COMBINATION         be paid to a third party
           WITH 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 and a return on
           THE ADVISOR                    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.

(3)  Commitments

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 June 30, 2003, we have
issued 3,000 options to acquire shares to each of our Independent Directors, for
a total of 9,000 options, of which none have been exercised or expired.

                                       F-6


                  Inland Western Retail Real Estate Trust, Inc.
                            (A Maryland Corporation)

                             NOTES TO BALANCE SHEET
                                   (continued)

                                  June 30, 2003

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 $2,250 as expense for the 3,000 options (1,000 options per
director) vesting upon the date of grant and will record the remaining $3,150 in
expense ratably over the two-year vesting period.

The Company anticipates that the aggregate borrowings related to all of the
Company's properties will be limited to certain maximum amounts. See "Investment
Objectives and Policies" elsewhere in this Prospectus for a description of such
maximum borrowing amounts.

The Company has rights to purchase an investment property currently being
redeveloped, known as Peoria Station, from an unaffiliated third party for
approximately $25,867,000. This amount may be adjusted based on actual rental
rates achieved on the redeveloped square feet. The Company expects to purchase
this property by November 1, 2003, however, the seller may extend the closing
date if minimum rental rates stated in the contract have not yet been achieved.

(4)  New Accounting Pronouncement

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 June 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-7


                          Report of Independent
                    Registered Public Accounting Firm

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 Station ("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 Registration Statement on Form S-11 of Inland Western Retail
Real Estate Trust, Inc., as described in note 2. The presentation 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 Station for the year ended December 31, 2002, in conformity
with U.S. generally accepted accounting principles.

                                                                        KPMG LLP


Chicago, Illinois
March 10, 2003

                                       F-8


                                 PEORIA STATION
        Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2002
               and the six months ended June 30, 2003 (unaudited)



                                                            December 31,           June 30,
                                                               2002            2003 (unaudited)
                                                         ------------------   ------------------
                                                                                 
Gross income:
  Base rental income                                     $        1,524,218              779,009
  Operating expense and real estate tax recoveries                  479,053              229,566
                                                         ------------------   ------------------

Total gross income                                                2,003,271            1,008,575
                                                         ------------------   ------------------

Direct operating expenses:
  Operating expenses                                                130,419               59,264
  Real estate taxes                                                 322,362              155,379
  Insurance                                                          26,179               14,923
                                                         ------------------   ------------------

Total direct operating expenses                                     478,960              229,566
                                                         ------------------   ------------------

Excess of gross income over direct operating expenses    $        1,524,310              779,009
                                                         ==================   ==================


See accompanying notes to historical summary of gross income and direct
operating expense.

                                       F-9


                                 PEORIA STATION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2002
               and the six months ended June 30, 2003 (unaudited)

(1)  Business

Peoria Station (the "Property") is located in Phoenix, Arizona. The Property
consists of 140,019 square feet of gross leasable area and was 100% occupied at
December 31, 2002. Three tenants account for 66% of base rental revenue. Inland
Real Estate Acquisitions, Inc., on behalf of 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 and Combination

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, 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 tenants pursuant to the
lease agreements. Certain leases contain renewal options at various periods at
various rental rates. None of the existing leases include any contingent
rentals.

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
$335,653 for the year ended December 31, 2002.

                                      F-10


                                 PEORIA STATION
    Notes to Historical Summary of Gross Income and Direct Operating Expenses
                      For the year ended December 31, 2002
               and the six months ended June 30, 2003 (unaudited)

Minimum rents to be received from tenants under operating leases, which terms
range from three to thirty-one years, in effect at December 31, 2002, are as
follows:



                      Year                        Total
                 ---------------             --------------
                                          
                      2003                   $    1,563,237
                      2004                        1,765,821
                      2005                        1,611,422
                      2006                        1,513,498
                      2007                        1,331,269
                   Thereafter                    14,420,530
                                             --------------

                     Total                   $   22,205,777
                                             ==============


(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-11


                                   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 (unaudited)

           Table II        Compensation to IREIC and Affiliates (unaudited)

           Table III       Operating Results of Prior Programs (unaudited)

           Table IV        Results of Completed Programs (unaudited)

           Table V         Sales or Disposals of Properties (unaudited)

           Table VI        Acquisition of Properties by Programs* (unaudited)

* 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 Registration Statement filed with the
Securities and Exchange Commission of which this Prospectus is a part. 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. and Inland Real
Estate Corporation 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

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, 2002. The table is intended to focus on the dollar amount available
for investment in properties expressed as a percentage of total dollars raised.
However, since no offering closed in the three years prior to December 31, 2002,
Table I is not included.

                                    TABLE II

                    COMPENSATION TO IREIC AND AFFILIATES (A)

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, 2002 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.

                                       A-2


                                    TABLE II

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



                                                                                                   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                                  $     1,217,656            673,860              30,000              25,324
                                                      ==========================================================================
Total amounts paid to general partner or affiliates
   from proceeds of offerings:
   Selling commissions and underwriting fees                  105,809(C)          49,869(C)              273(B)              423(B)
   Other offering expenses (D)                                  5,786              2,350                 116                 230
   Acquisition cost and expense                                   844                925               2,550(E)            1,706(E)
                                                      ==========================================================================
Dollar amount of cash available from
   operations before deducting payments to
   general partner or affiliates (F)                           78,357            201,947               4,867               4,286
                                                      ==========================================================================

Amounts paid to general partner or affiliates
   related to operations: (J)
   Property management fees (G)                                 7,403              3,045                  69                  55
   Advisor asset management fee                                 5,413              2,414                   0                   0
   Accounting services                                            578                 77                  50                  48
   Data processing service                                        229                 43                  27                  27
   Legal services                                                  94                 54                  14                  11
   Mortgage servicing fees                                        253                 50                   0                   0
   Mortgage interest expense                                        0                 27                   0                   0
   Acquisition costs expensed                                      33                138                   0                   0
   Other administrative services                                  849                138                  70                  44
   Property upgrades                                                0                  0                   0                   0
Dollar amount of property sales and
   refinancings before payments to general
   partner and affiliates (H):
   Cash                                                             0              1,314               4,964                   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-3


                                    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, 2002 and the figures relating to cash
     available from operations are for the three years ending December 31, 2002.
     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 but instead has hired an internal
     staff to perform these tasks.

                                       A-4


                                    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, 2002. 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 IREC is included
in Table III.

       -  Inland Retail Real Estate Trust, Inc. - currently offering shares
       -  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

                                       A-5


                                    TABLE III
                       OPERATING RESULTS OF PRIOR PROGRAMS
        (000'S OMITTED, EXCEPT FOR AMOUNTS PRESENTED PER $1,000 INVESTED)
                         INLAND REAL ESTATE CORPORATION



                                           2002       2001       2000       1999        1998       1997       1996       1995
                                        --------------------------------------------------------------------------------------
                                                                                                 
Gross revenues                          $ 156,358    155,048    150,892    123,788     73,302     29,422      6,328      1,180
Profit on sale of properties                1,546        467          0          0          0          0          0          0
Less:
  Merger consideration costs (D)                0          0     68,775          0          0          0          0          0
  Operating expenses                       48,967     47,477     47,727     40,303     21,017      8,863      1,873        327
  Interest expense                         34,428     34,797     33,682     25,654     13,422      5,655        597        164
  Program expenses                          5,805      5,367      6,493      7,298      3,114      1,576        449         22
  Depreciation & amortization              29,428     27,208     26,219     20,361     11,663      4,681        957        170
                                        --------------------------------------------------------------------------------------

Net income (loss)-GAAP basis            $  39,276     40,666    (32,004)    30,172     24,086      8,647      2,452        497
                                        ======================================================================================
Taxable income (loss) (A):                      0          0          0          0          0          0          0          0
                                        ======================================================================================

Cash available (deficiency) from
  operations (B)                           69,451     74,062     58,434     53,636     40,142     15,857      5,530        978
Cash available from sales (C)               8,175      2,364          0          0          0          0          0          0
                                        --------------------------------------------------------------------------------------
Total cash available before
  distributions and special items          77,626     76,426     58,434     53,636     40,142     15,857      5,530        978

Less distributions to investors:
  From operations                          61,913     62,367     54,368     48,773     33,454     11,899      3,286        607
  From sales and refinancings                   0        467          0          0          0          0          0          0
                                        --------------------------------------------------------------------------------------
Cash available after distributions
  before special items                     15,713     13,592      4,066      4,863      6,688      3,958      2,244        371
Special items:                                  0          0          0          0          0          0          0          0
                                        --------------------------------------------------------------------------------------
Cash available after distributions
  and special items                     $  15,713     13,592      4,066      4,863      6,688      3,958      2,244        371
                                        ======================================================================================

Tax data per $1,000 invested (A):               0          0          0          0          0          0          0          0
Distribution data per $1,000 invested:
Cash distributions to investors:
  Source (on GAAP basis):
    Investment income                          94         93         90         89         88         86         82         78
  Source (on cash basis):
    Sales                                       0          0          0          0          0          0          0          0
    Operations (E)                             94         93         90         89         88         86         82         78
Percent of properties remaining
  unsold(F)                                100.00%
                                        =========


                                       A-6


                             TABLE III--(CONTINUED)

                       OPERATING RESULTS OF PRIOR PROGRAMS


                               NOTES TO TABLE III

(A)  Inland Real Estate Corporation qualified as a real estate investment trust
     ("REIT") under the Internal Revenue Code for federal income tax purposes
     commencing with the tax year ending December 31, 1995. 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 Inland Real Estate Corporation 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 Real Estate Corporation
                                                                 (000's omitted)
                                2002        2001       2000       1999       1998      1997        1996       1995
                             --------------------------------------------------------------------------------------
                                                                                        
Net cash provided by
   operating activities per
   the Form 10-K annual
   report or 10-Q quarterly
   report                    $  69,500     74,091     58,505     53,724     40,216     15,924      5,530        978
Principal payments on
   long-term debt                  (49)       (29)       (71)       (88)       (74)       (67)         -          -
                             --------------------------------------------------------------------------------------
                             $  69,451     74,062     58,434     53,636     40,142     15,857      5,530        978
                             ======================================================================================


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

(D)  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. IREC
     issued an aggregate of 6,181,818 shares of its common stock valued at
     $11.00 per share to Inland Real Estate Investment Corporation and The
     Inland Property Management Group, Inc. The expense of these shares and
     additional costs relating to the merger are reported as an operational
     expense on IREC's Consolidated Statements of Operations.

                                       A-7


                             TABLE III--(CONTINUED)

                       OPERATING RESULTS OF PRIOR PROGRAMS


                               NOTES TO TABLE III

(E)  Distributions by IREC 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.



                         2002      2001      2000      1999      1998      1997      1996      1995
                      ------------------------------------------------------------------------------
                                                                      
% of Distribution
  representing:
  Ordinary income        69.52     78.33     76.37     73.67     76.22     74.19     83.50     94.24
  Return of Capital      30.48     21.67     23.63     26.33     23.78     25.81     16.50      5.76
                      ------------------------------------------------------------------------------

                        100.00    100.00    100.00    100.00    100.00    100.00    100.00    100.00


(F)  Percent of properties remaining unsold represents original total
     acquisition costs of properties retained divided by original total
     acquisition cost of all properties in the program, plus the total of
     uninvested offering proceeds (if any). Sales proceeds from the sale of
     three properties were used to acquire new properties.

                                       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 advisor, which during the five years ended prior
to December 31, 2002 have sold their properties and either hold notes with
respect to such sales or have liquidated. Three programs with investment
objectives similar to ours have disposed of all of their properties during the
five years ended prior to December 31, 2002.



                                                         INLAND MORTGAGE          INLAND MORTGAGE            INLAND MORTGAGE
PROGRAM NAME                                           INVESTORS FUND, L.P.   INVESTORS FUND L.P.- II   INVESTORS FUND III, L.P.
                                                                                                        
Dollar amount raised                                           10,065                 9,388                      2,837
Number of properties/loans purchased                               15                    13                          7
Date of closing of offering                                     02/87                 08/88                      01/91
Date of first sale of property                                  12/88                 09/89                      06/93
Date of final sale of property                                  03/99                 12/98                      10/98
Tax and distribution data per
  $1,000 invested (A):
   Federal income tax results:
     Ordinary income (loss):
       Operations                                                 547                   633                        419
       Recapture                                                    0                     0                          0
       Capital Gain                                                30                     0                          0
     Deferred Gain:
       Capital                                                      0                     0                          0
       Ordinary                                                     0                     0                          0
     Cash distributions to investors (cash basis):
     Source (on GAAP basis)
       Investment income                                          624                   631                        421
       Return of capital                                          745                   809                        827
     Source (on cash basis)
       Sales                                                      745                   809                        827
       Operations                                                 624                   631                        421



(A)  Data per $1,000 invested is presented as of December 31, 2002. See Table V
     and Notes thereto regarding sales and disposals of properties.

                                       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, 2002. Since January 1, 2000, programs sponsored
by affiliates of our advisor had five 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.

The entities listed in Table V are Inland's Monthly Income Fund, L.P. and IREC.

     -    Inland Real Estate Corporation - offering terminated in 1999.

                      SALES OR DISPOSALS OF PROPERTIES (A)

                                 (000'S OMITTED)



                                                                      Cash            Selling       Mortgage      Secured
                                                                    Received,       Commissions        at          Notes
                                              Date      Date of   net of Closing  Paid or Payable    Time of     Received
                                            Acquired      Sale       Costs(B)        to Inland        Sale        at Sale
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Monthly Income Fund I - McHenry Plaza        10/19/87   07/19/00        3,249             69               0         0
Monthly Income Fund I - Rantoul Walmart      08/05/88   11/17/00        1,715             83             985         0
IREC - Lincoln Park Place                    01/24/97   04/17/01        1,314              0           1,050         0
IREC - Antioch Plaza                            12/95   03/28/02          943              0             875         0
IREC - Shorecrest Plaza                         07/97   06/12/02        3,107              0           2,989         0


                                                Adjust
                                              Resulting                             Partnership
                                                 from          Net      Original      Capital
                                             Application     Selling    Mortgage     Invested
                                               of GAAP        Price     Financing       (C)       Total
-------------------------------------------------------------------------------------------------------
                                                                                   
Monthly Income Fund I - McHenry Plaza             0            3,180           0        1,967     1,967
Monthly Income Fund I - Rantoul Walmart           0            2,617           0        2,656     2,656
IREC - Lincoln Park Place                         0            2,364           0        1,897     1,897
IREC - Antioch Plaza                              0            1,818         875          753     1,628
IREC - Shorecrest Plaza                           0            6,085       2,978        2,947     5,925




                                        Excess (deficiency) of       Amount of
                                        property operating cash  subsidies included  Total Taxable
                                          receipts over cash     in operating cash     Gain (loss)     Ordinary Income    Capital
                                           expenditures (D)           receipts          from Sale         from Sale     Gain (loss)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Monthly Income Fund I - McHenry Plaza             1,092                  0                374                 0                374
Monthly Income Fund I - Rantoul Walmart           2,534                  0                787                 0                787
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


                                      A-10


                              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, 2002.
     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-11


                                   APPENDIX B

                           DIVIDEND 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 September 15, 2003 (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 September 15, 2003 (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 RETAIL REAL ESTATE TRUST, INC.
                           INSTRUCTIONS TO SUBSCRIBERS

[LOGO]

               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.

                                       C-1


                           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, 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.

                                       C-2


                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
         2901 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60523 ~ 800.826.8228
    SUBSCRIPTION AGREEMENT/SIGNATURE PAGE FOR PROSPECTUS DATED ______________

[LOGO]

         PLEASE READ THIS SUBSCRIPTION AGREEMENT/SIGNATURE PAGE AND THE
                      TERMS AND CONDITIONS BEFORE SIGNING.
               SUBSCRIBER MUST READ THE SUBSCRIPTION INSTRUCTIONS.

                                 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 TRUSTEE 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            /    /  MM/DD/YYYY
       OF INCORPORATION

       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

                                       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                                             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
       REPRESENTATIVE
       / / Mr.   / / Mrs.   / / Ms.

       MAILING ADDRESS

       CITY, STATE &
       ZIP CODE

       BROKER/DEALER
       NAME

       HOME OFFICE
       MAILING ADDRESS

       CITY, STATE &
       ZIP CODE

       B/D CLIENT
       ACCOUNT NUMBER                #

       B/D REP ID NUMBER             #

                   -           -
       REGISTERED REPRESENTATIVE'S TELEPHONE
       HAVE YOU CHANGED BROKER/DEALERS?  / / YES    / / NO

       ----------------------------------------------------------
       REGISTERED REPRESENTATIVE'S E-MAIL

       X
       ----------------------------------------------------------
       SIGNATURE--REGISTERED REPRESENTATIVE

       X
       ----------------------------------------------------------
       SIGNATURE--BROKER/DEALER (IF APPLICABLE)

(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.

                                       C-4


                                   APPENDIX D

[LOGO]

                  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
                         TRANSFER ON DEATH FORM (T.O.D.)
                THIS FORM IS NOT VALID FOR TRUST OR IRA ACCOUNTS.

                                                       Please mail this form to:
                          Inland Securities Corporation, Attn: Investor Services
Use this form to designate                     2901 Butterfield Road, Oak Brook,
a T.O.D. beneficiary (ies)                                        Illinois 60523
                                                                    800.826.8228


                            A - INVESTOR INFORMATION

1.     Name of registered owner(s), exactly as name(s) appear(s) on stock
       certificate or subscription agreement:

       ______________________________________________________________________

       ______________________________________________________________________

2.     Social Security number(s) of registered owner(s):
             -      -                     -      -

3.     Daytime phone number:
             -      -

4.     State of Residence:

       ______________________________________________________________________
       Not accepted from residents of Louisiana, New York or North Carolina

                        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%.
Additional beneficiaries may be listed on a separate page.

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:                       %

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 Trust, 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 out 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 Real 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

-  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 Real 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 where (1) 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 or North Carolina.
-  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.

                                       D-1


                                   APPENDIX E1

                               LETTER OF DIRECTION

_________________, 2003


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 F

                              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

                                       F-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.


                                         F-2


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.


                                                        
     Securities and Exchange Commission Registration Fee   $      228,621
     NASD Filing Fee                                       $          935
     Printing and Mailing Expenses                         $      118,443
     Blue Sky Fees and Expenses                            $      231,400
     Legal Fees and Expenses                               $      518,328
     Accounting Fees and Expenses                          $      447,925
     Advertising and Sales Literature                      $    2,849,107
     Due Diligence                                         $      344,067
     Transfer agent fees                                   $       98,703
     Data processing fees                                  $       21,953
     Bank fees and other administrative expenses           $      360,361
                                                           --------------

      Total                                                $    5,219,843*


* As of June 30, 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 September 14, 2004, 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 included herein:

   1.   INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

   (a)  Report of Independent Registered Public Accouting Firm

   (b)  Balance Sheet at June 30, 2003 (audited)

   (c)  Notes to Balance Sheet at June 30, 2003 (audited)


2. PEORIA STATION:

    (a) Report of Independent Registered Public Accouting Firm

    (b) Historical Summary of Gross Income and Direct Operating Expenses for the
         year ended December 31, 2002 and six months ended June 30, 2003
         (unaudited)

    (c) Notes to the Historical Summary of Gross Income and Direct Operating
         Expenses for the year ended December 31, 2002 and six months ended June
         30, 2003 (unaudited)

   The following financial statements are included as part of Post Effective
Amendment No. 2 and are incorporated herein by reference:

   1.   INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

   (a)  Pro Forma Balance Sheet at September 30, 2003 (unaudited)

   (b)  Notes to Pro Forma Balance Sheet at September 30, 2003 (unaudited)

   (c)  Pro Forma Statement of Operations for the nine months ended September
         30, 2003 (unaudited)

   (d)  Notes to Pro Forma Statement of Operations for the nine months ended
         September 30, 2003 (unaudited)

   (e)  Pro Forma Statement of Operations for the year ended December 31, 2003
         (unaudited)

   (f)  Notes to Pro Forma Statement of Operations for the year ended December
         31, 2003 (unaudited)

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)

3. STONY CREEK MARKETPLACE:

   (a)  Historical Summary of Gross Income and Direct Operating Expenses for the
         nine months ended September 30, 2003 (unaudited)

   (b)  Notes to the Historical Summary of Gross Income and Direct Operating
         Expenses for the nine months ended September 30, 2003 (unaudited)

                                      II-4


The following financial statements are included as part of Post Effective
Amendment No. 3 and are incorporated herein by reference:

1.  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

    (a) Independent Auditors' Report

    (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) Real Estate and Accumulated Depreciation (Schedule III)

    (h) Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2003

    (i) Notes to Pro Forma Consolidated Balance Sheet (unaudited) at December
         31, 2003

    (j) Pro Forma Consolidated Statement of Operations (unaudited) for the year
         ended December 31, 2003

    (k) Notes to Pro Forma Consolidated Statement of Operations (unaudited) for
         the year ended December 31, 2003

2.  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

    (d) Historical Summary of Gross Income and Direct Operating Expenses for the
         year ended December 31, 2003 (unaudited)

    (e) Notes to the Historical Summary of Gross Income and Direct Operating
         Expenses for the year ended December 31, 2003 (unaudited)

3.  PROPERTIES ACQUIRED FROM THOMAS ENTERPRISES IN 2003:

    (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

4.  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)

                                      II-5


5.  SHOPS AT PARK PLACE:

    (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.  SHAW'S SUPERMARKET (NEW BRITAIN):

    (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)

7.  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

8.  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

    (d) Historical Summary of Gross Income and Direct Operating Expenses for the
         year ended December 31, 2003 (unaudited)

    (e) Notes to the Historical Summary of Gross Income and Direct Operating
         Expenses for the year ended December 31, 2003 (unaudited)

9.  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

10. LARKSPUR LANDING:

    (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


11. 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

12. 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

13. 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

14. 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

15. 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

16. 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-7


17. 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

The following financial statements are included as part of Post Effective
Amendment No. 4 and are incorporated herein by reference:

1.  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

    (a) Consolidated Balance Sheets at March 31, 2004 (unaudited) and December
         31, 2003 (audited)

    (b) Consolidated Statements of Operations for the three months ended March
         31, 2004 (unaudited) and for the period from March 5, 2003 (inception)
         to March 31, 2003 (unaudited).

    (c) Consolidated Statement of Stockholders' Equity for the three months
         ended March 31, 2004 (unaudited)

    (d) Consolidated Statements of Cash Flows for the three months ended March
         31, 2004 (unaudited) and for the period from March 5, 2003 (inception)
         to March 31, 2003 (unaudited).

    (e) Notes to Consolidated Financial Statements (unaudited).

    (f) Pro Forma Consolidated Balance Sheet (unaudited) at March 31, 2004

    (g) Notes to Pro Forma Consolidated Balance Sheet (unaudited) at March 31,
         2004

    (h) Pro Forma Consolidated Statement of Operations (unaudited) for the three
         months ended March 31, 2004

    (i) Notes to Pro Forma Consolidated Statement of Operations (unaudited) for
         the three months ended March 31, 2004

    (j) Pro Forma Consolidated Statements of Operations (unaudited) for the year
         ended December 31, 2003

    (k) Notes to Pro Forma Consolidated Statements of Operations (unaudited) for
         the year ended December 31, 2003.

2.  PARADISE VALLEY MARKETPLACE:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

3.  BEST ON THE BOULEVARD:

    (a) Report of Independent Registered Public Accounting Firm

    (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


4.  BLUEBONNET PARC:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

5.  NORTH RIVERS TOWN CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

6.  ARVADA MARKETPLACE AND CONNECTION:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

7.  EASTWOOD TOWNE CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

8.  WATAUGA PAVILION:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

9.  NORTHPOINTE PLAZA:

    (a) Report of Independent Registered Public Accounting Firm

    (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-9


10. PLAZA SANTA FE II:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

11. PINE RIDGE PLAZA:

    (a) Report of Independent Registered Public Accounting Firm

    (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. HUEBNER OAKS CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

13. ALISON'S CORNER:

    (a) Historical Summary of Gross Income and Direct Operating Expenses for the
         period from September 1, 2003 (commencement of operations) through
         December 31, 2003 and the three months ended March 31, 2004 (unaudited)

    (b) Notes to the Historical Summary of Gross Income and Direct Operating
         Expenses for the period from September 1, 2003 (commencement of
         operations) through December 31, 2003 and the three months ended March
         31, 2004 (unaudited)

The following financial statements are included as part of Post Effective
Amendment No. 5 and are including herein:

1.  INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.:

    (a) Consolidated Balance Sheets at June 30, 2004 (unaudited) and December
         31, 2003

    (b) Consolidated Statements of Operations for the three and six months ended
         June 30, 2004 (unaudited), for the three months ended June 30, 2003,
         and the period from March 5, 2003 (inception) to June 30, 2003
         (unaudited).

    (c) Consolidated Statement of Stockholders' Equity for the six months period
         ended June 30, 2004 (unaudited)

    (d) Consolidated Statements of Cash Flows for the three and six months ended
         June 30, 2004 (unaudited), three months ended June 30,2003 and for the
         period from March 5, 2003 (inception) to June 30, 2003 (unaudited).

    (e) Notes to Consolidated Financial Statements (unaudited).

    (f) Pro Forma Consolidated Balance Sheet (unaudited) at June 30, 2004

    (g) Notes to Pro Forma Consolidated Balance Sheet (unaudited) at June 30,
         2004

    (h) Pro Forma Consolidated Statement of Operations (unaudited) for the six
         months ended June 30, 2004

                                      II-10


    (i) Notes to Pro Forma Consolidated Statement of Operations (unaudited) for
         the six months ended June 30, 2004

    (j) Pro Forma Consolidated Statements of Operations (unaudited) for the year
         ended December 31, 2003

    (k) Notes to Pro Forma Consolidated Statements of Operations (unaudited) for
         the year ended December 31, 2003.

2.  JOHN'S CREEK VILLAGE:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

    (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)

3.  LAKEWOOD TOWN CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

4.  FULLERTON METROCENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

5.  DAVIS TOWNE CROSSING:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

6.  NORTHGATE NORTH:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

                                      II-11


7.  CRANBERRY SQUARE:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

8.  GATEWAY PLAZA SHOPPING CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

9.  SAFEWAY PLAZA AT MARYSVILLE:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

10. FORKS TOWN CENTER:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

11. CAPITAL CENTRE, LLC, GATEWAY VILLAGE LIMITED PARTNERSHIP, BEL AIR SQUARE
    JOINT VENTUE, TOWSON CIRCLE JOINT VENTURE LLP AND REISTERSTOWN PLAZA
    HOLDINGS, LLC:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

12. THE SHOPS AT BOARDWALK:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

                                      II-12


13. MANCHESTER MEADOWS:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

14. GOVERNOR'S MARKETPLACE:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

14. MITCHELL RANCH PLAZA:

    (a) Report of Independent Registerd Public Accounting Firm

    (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)

15. THE COLUMNS:

    (a) Report of Independent Registered Public Accounting Firm

    (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)

16. SAUCON VALLEY SQUARE:

    (a) Report of Independent Registered Public Accounting Firm

    (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 to December 31, 2003 and the six months
         ended June 30, 2004 (unaudited)

17. LINCOLN PARK:

    (a) Report of Independent Registered Public Accounting Firm

    (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-13


    (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)

18. 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)

    (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)

19. 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)

20. 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)

21. 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)

22. 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)

23. HARVEST TOWN CENTER:

    (c) Historical Summary of Gross Income and Direct Operating Expenses for the
         period of March 15, 2004 (commencement of operations) through June 30,
         2004 (unaudited)

    (d) 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)

(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.


                                      II-14




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.

     10.3*        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.

     10.5*        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.

     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.


                                      II-15




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.


                                      II-16




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.


                                      II-17




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     10.91*       Amended Purchase Agreement (Re: Dorman Center) dated
                  December 10, 2003.

     10.92*       Dorman Center Pier 1 Escrow (Re: Dorman Center) dated
                  March 4, 2004.

     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.


                                      II-18




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.


                                      II-19




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     10.143*      Easements With Covenants and Restrictions Affecting Land (Re:
                  Arvada Marketplace) dated April 29, 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.

     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.


                                      II-20




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.


                                      II-21



               
     10.180*      Assignment and Assumption Agreement Purchase and Sale
                  Agreement (Re: Pine Ridge Plaza) dated May 26, 2004.




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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.

     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.


                                      II-22




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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) datd 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

     10.228*      Assignment of Contract (Re: Eckerds - Colimbia) 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


                                      II-23




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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

     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


                                      II-24




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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

     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


                                      II-25




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     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 for Loan (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.

     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.


                                      II-26




     EXHIBIT NO.                          DESCRIPTION
     -----------                          -----------
               
     10.319       St. Louis Playscapes 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.

     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 on signature page to the
                  Registration Statement).

     31.1*        Rule 13a-15(e)/15d-15(e) Certification by Chief Executive
                  Officer.

     31.2*        Rule 13a-15(e)/15d-15(e) Certification by Principal Financial
                  Officer.

     31.3*        Rule 13a-15(e)/15d-15(e) Certification by Principal Accounting
                  Officer.

     32.1*        Section 1350 Certification by Chief Executive Officer and
                  Principal Accounting Officer and Principal Financial Officer.


* Previously filed.

                                      II-27


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-28


                                    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-29


                              TABLE VI- (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
PROPERTY                                             SQUARE FEET   PURCHASE            FEE               OF PURCHASE
-----------------------------------------------------------------------------------------------------------------------
                                                                                       
INLAND REAL ESTATE CORPORATION:
PETsMART, Gurnee, IL                                      25,692        04/01              3,304                      -
Eckerd Drug Store, Chattanooga, TN                        10,908        05/02              2,367                      -
Michael's, Coon Rapids, MN                                24,317        07/02              2,808                      -
Deer Trace, Kohler, WI                                   149,881        07/02             13,281                      -
Disney, Celebration, FL                                  166,131        07/02             27,281                 13,600
Townes Crossing, Oswego, IL                              105,989        08/02             12,043                      -
Park Square, Brooklyn Park, MN                           137,116        08/02              9,873                  5,850
Forest Lake Marketplace, Forest Lake, MN                  93,853        09/02             11,856                      -
Naper West Ph II, Naperville, IL                          50,000        10/02              3,116                      -
Walgreens, Jennings, MO                                   15,120        10/02              2,706                      -
Four Flaggs Annex, Niles, IL                              21,790        11/02              3,289                      -
Four Flaggs, Niles, IL                                   306,479        11/02             21,298                 12,510
Brunswick Market Center, Brunswick, OH                   119,540        12/02             13,458                      -
Medina Marketplace, Medina, OH                            72,781        12/02              9,511                      -
Shakopee Valley, Shakopee, MN                            146,436        12/02             14,700                      -
Shops at Orchard Place, Skokie, IL                       164,542        12/02             42,752                      -
Cub Foods, Hutchinson, MN                                 60,208        01/03              5,388                      -
Mankato Heights, Mankato, MN                             129,410        04/03             15,102                      -
Caton Crossing, Plainfield, IL                            83,792        06/03             11,165                      -
Village Ten, Coon Rapids, MN                             211,568        08/03             15,104                      -
Rochester Marketplace, Rochester, MN                      69,914        09/03              9,371                      -
University Crossing, Mishawaka, IN                       136,422        10/03             14,913                      -

Total for Inland Real Estate Corporation               2,301,889                $        264,686   $             31,960
                                                     ===========                ================   ====================


                                                                    OTHER CASH
                                                      CASH DOWN     EXPENDITURES    TOTAL ACQUISITION
PROPERTY                                               PAYMENT    CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                            
INLAND REAL ESTATE CORPORATION:
PETsMART, Gurnee, IL                                      3,304                 0                3,304
Eckerd Drug Store, Chattanooga, TN                        2,367                 2                2,369
Michael's, Coon Rapids, MN                                2,808                 0                2,808
Deer Trace, Kohler, WI                                   13,281                 0               13,281
Disney, Celebration, FL                                  13,681                 0               27,281
Townes Crossing, Oswego, IL                              12,043               319               12,362
Park Square, Brooklyn Park, MN                            4,023               160               10,033
Forest Lake Marketplace, Forest Lake, MN                 11,856               (41)              11,815
Naper West Ph II, Naperville, IL                          3,116             1,298                4,414
Walgreens, Jennings, MO                                   2,706                 6                2,712
Four Flaggs Annex, Niles, IL                              3,289                 6                3,295
Four Flaggs, Niles, IL                                    8,788             2,645               23,943
Brunswick Market Center, Brunswick, OH                   13,458               247               13,705
Medina Marketplace, Medina, OH                            9,511                 4                9,515
Shakopee Valley, Shakopee, MN                            14,700                12               14,712
Shops at Orchard Place, Skokie, IL                       42,752              (129)              42,623
Cub Foods, Hutchinson, MN                                 5,388                 7                5,395
Mankato Heights, Mankato, MN                             15,102               (12)              15,090
Caton Crossing, Plainfield, IL                           11,165                 7               11,172
Village Ten, Coon Rapids, MN                             15,104                 0               15,104
Rochester Marketplace, Rochester, MN                      9,371                (7)               9,364
University Crossing, Mishawaka, IN                       14,913                20               14,933

Total for Inland Real Estate Corporation             $  232,726   $         4,544    $         269,230
                                                     ==========   ===============    =================


                                      II-30




                                                                                 PURCHASE PRICE          MORTGAGE
                                                      NUMBER OF     DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE          FEE               OF PURCHASE
-----------------------------------------------------------------------------------------------------------------------
                                                                                                     
INLAND RETAIL REAL ESTATE TRUST, INC.:

Columbia Promenade, Kissimmee, FL                         65,870        01/01              7,440                      -
K-Mart, Macon, GA                                        102,098        02/01              9,031                      -
Lowe's Home Improvement Center, Warner Robbins, GA       131,575        02/01              9,431                      -
West Oaks, Ocoee, FL                                      66,539        03/01             11,221                      -
PETsMART - Chattanooga, Chattanooga, TN                   26,040        04/01              3,103                      -
PETsMART - Daytona Beach, Daytona Beach, FL               26,194        04/01              3,238                      -
PETsMART - Fredricksburg, Fredricksburg, VA               26,067        04/01              3,410                      -
Sand Lake Corners, Orlando, FL                           189,741        05/01             22,256                      -
Jo-Ann Fabrics, Alpharetta, GA                            44,418        06/01              4,911                      -
Woodstock Square, Atlanta, GA                            218,819        06/01             27,596                      -
Chickasaw Trails Shopping Center, Orlando, FL             75,492        08/01              8,631                      -
Just for Feet - Daytona, Daytona Beach, FL                22,255        08/01              3,901                      -
Skyview Plaza, Orlando, FL                               281,247        09/01             21,332                      -
Aberdeen Square, Boynton Beach, FL                        70,555        10/01              6,717                      -
Anderson Central, Anderson, SC                           223,211        11/01             15,863                 11,000
Brandon Blvd. Shoppes, Brandon, FL                        85,377        11/01              9,482                      -
Creekwood Crossing, Bradenton, FL                        227,052        11/01             23,616                      -
Eckerd Drug Store - Greenville, Greenville, SC            10,908        11/01              2,828                      -
Abernathy Square, Atlanta, GA                            131,649        12/01             24,131                      -
Citrus Hills, Citrus Hills, FL                            68,927        12/01              6,027                      -
Douglasville Pavilion, Douglasville, GA                  267,764        12/01             27,377                 20,000
Eckerd Drug Store - Spartanburg, Spartanburg, SC          10,908        12/01              2,807                      -
Fayetteville Pavilion, Fayetteville, NC                  272,385        12/01             26,898                 20,133
Southlake Pavilion, Morrow, GA                           525,162        12/01             56,377                 39,740
Steeplechase Plaza, Ocala, FL                             87,380        12/01              8,647                      -
Venture Pointev, Duluth, GA                              334,620        12/01             26,533                 13,334
Sarasota Pavilion, Sarasota, FL                          324,140        01/02             42,100                      -


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                               PAYMENT    CAPITALIZED (A)         COST(B)
---------------------------------------------------------------------------------------------------------
                                                                                       
INLAND RETAIL REAL ESTATE TRUST, INC.:

Columbia Promenade, Kissimmee, FL                         7,440                (6)               7,434
K-Mart, Macon, GA                                         9,031                 -                9,031
Lowe's Home Improvement Center, Warner Robbins, GA        9,431                 -                9,431
West Oaks, Ocoee, FL                                     11,221                27               11,248
PETsMART - Chattanooga, Chattanooga, TN                   3,103                 -                3,103
PETsMART - Daytona Beach, Daytona Beach, FL               3,238                 -                3,238
PETsMART - Fredricksburg, Fredricksburg, VA               3,410                 -                3,410
Sand Lake Corners, Orlando, FL                           22,256               (90)              22,166
Jo-Ann Fabrics, Alpharetta, GA                            4,911                 -                4,911
Woodstock Square, Atlanta, GA                            27,596               (56)              27,540
Chickasaw Trails Shopping Center, Orlando, FL             8,631                14                8,645
Just for Feet - Daytona, Daytona Beach, FL                3,901                 4                3,905
Skyview Plaza, Orlando, FL                               21,332               624               21,956
Aberdeen Square, Boynton Beach, FL                        6,717               (30)               6,687
Anderson Central, Anderson, SC                            4,863              (111)              15,752
Brandon Blvd. Shoppes, Brandon, FL                        9,482                 5                9,487
Creekwood Crossing, Bradenton, FL                        23,616                96               23,712
Eckerd Drug Store - Greenville, Greenville, SC            2,828               (17)               2,811
Abernathy Square, Atlanta, GA                            24,131               280               24,411
Citrus Hills, Citrus Hills, FL                            6,027               191                6,218
Douglasville Pavilion, Douglasville, GA                   7,377              (156)              27,221
Eckerd Drug Store - Spartanburg, Spartanburg, SC          2,807                11                2,818
Fayetteville Pavilion, Fayetteville, NC                   6,765             1,285               28,183
Southlake Pavilion, Morrow, GA                           16,637             7,413               63,790
Steeplechase Plaza, Ocala, FL                             8,647               457                9,104
Venture Pointev, Duluth, GA                              13,199              (149)              26,384
Sarasota Pavilion, Sarasota, FL                          42,100               182               42,282


                                      II-31




                                                                                  PURCHASE PRICE           MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE            FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Turkey Creek Phase I, Knoxville, TN                      284,224         01/02             21,762                      -
Universal Plaza, Lauderhill, FL                           49,816         01/02              9,872                      -
Hairston Crossing, Decatur, GA                            57,884         02/02              6,630                      -
Just for Feet - Augusta, Augusta, GA                      22,115         02/02              3,054                      -
Just For Feet - Covington, Covington, LA                  20,116         02/02              3,447                      -
Logger Head Junction, Sarasota, FL                         4,711         02/02                665                      -
Shoppes of Golden Acres, Newport Richey, FL               76,371         02/02             10,831                      -
Newnan Pavilion, Newnan, GA                              481,004         03/02             33,114                      -
Eisenhower Crossing I & II, Macon, GA                    403,013   11/01,03/02             43,292                      -
Acworth Avenue Retail Shopping Center, Acworth, GA        16,130    12/00,3/02              2,834                      -
Crystal Springs Shopping Center, Crystal Springs, FL      67,021         04/02              7,478                      -
Eckerd Drug Store - Concord, Concord, NC                  10,908         04/02              2,039                      -
Eckerd Drug Store - Tega Cay, Tega Cay, SC                13,824         04/02              2,544                      -
Melbourne Shopping Center, Melbourne, FL                 209,217         04/02              9,842                  5,949
Riverstone Plaza, Canton, GA                             302,024         04/02             31,943                      -
Target Center, Columbia, SC                               79,253         04/02              7,673                      -
Hampton Point, Taylors, SC                                58,316         05/02              4,526                      -
Northpoint Marketplace, Spartanburg, SC                  101,982         05/02              8,269                      -
Oleander Shopping Center, Wilmington, NC                  51,888         05/02              5,221                  3,000
Sharon Greens, Cumming, GA                                98,317         05/02             13,062                      -
Bass Pro Outdoor World, Dania Beach, FL                  165,000         06/02             18,220                      -
Chesterfield Crossings, Richmond, VA,                     68,898         06/02             10,982                      -
Circuit City-Rome, Rome, GA                               33,056         06/02              4,476                      -
Circuit City-Vero Beach, Vero Beach, FL                   33,243         06/02              5,648                      -
Hillsboro Square, Deerfield Beach, FL                    145,647         06/02             18,985                      -
Stonebridge Square, Roswell, GA                          160,104         06/02             19,529                      -
Ward's Crossing, Lynchburg, VA                            80,918         06/02             11,100                      -
Circuit City Plaza, Orlando, FL                           78,625         07/02             11,518                      -
Eckerd Drug Store - Woodruff, Woodruff, SC                13,824         07/02              2,475                      -
McFarland Plaza, Tuscaloosa, AL                          221,807         07/02             15,259                      -


                                                                    OTHER CASH
                                                      CASH DOWN     EXPENDITURES     TOTAL ACQUISITION
PROPERTY                                               PAYMENT    CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                                      

Turkey Creek Phase I, Knoxville, TN                       21,762          10,181                31,943
Universal Plaza, Lauderhill, FL                            9,872               2                 9,874
Hairston Crossing, Decatur, GA                             6,630              34                 6,664
Just for Feet - Augusta, Augusta, GA                       3,054               3                 3,057
Just For Feet - Covington, Covington, LA                   3,447               -                 3,447
Logger Head Junction, Sarasota, FL                           665               -                   665
Shoppes of Golden Acres, Newport Richey, FL               10,831             101                10,932
Newnan Pavilion, Newnan, GA                               33,114           2,623                35,737
Eisenhower Crossing I & II, Macon, GA                     43,292            (286)               43,006
Acworth Avenue Retail Shopping Center, Acworth, GA         2,834              16                 2,850
Crystal Springs Shopping Center, Crystal Springs, FL       7,478              (2)                7,476
Eckerd Drug Store - Concord, Concord, NC                   2,039             156                 2,195
Eckerd Drug Store - Tega Cay, Tega Cay, SC                 2,544             544                 3,088
Melbourne Shopping Center, Melbourne, FL                   3,893             935                10,777
Riverstone Plaza, Canton, GA                              31,943             243                32,186
Target Center, Columbia, SC                                7,673              20                 7,693
Hampton Point, Taylors, SC                                 4,526              55                 4,581
Northpoint Marketplace, Spartanburg, SC                    8,269            (128)                8,141
Oleander Shopping Center, Wilmington, NC                   2,221              12                 5,233
Sharon Greens, Cumming, GA                                13,062              79                13,141
Bass Pro Outdoor World, Dania Beach, FL                   18,220              16                18,236
Chesterfield Crossings, Richmond, VA,                     10,982             723                11,705
Circuit City-Rome, Rome, GA                                4,476               6                 4,482
Circuit City-Vero Beach, Vero Beach, FL                    5,648               9                 5,657
Hillsboro Square, Deerfield Beach, FL                     18,985           2,565                21,550
Stonebridge Square, Roswell, GA                           19,529           1,653                21,182
Ward's Crossing, Lynchburg, VA                            11,100             (76)               11,024
Circuit City Plaza, Orlando, FL                           11,518               -                11,518
Eckerd Drug Store - Woodruff, Woodruff, SC                 2,475             374                 2,849
McFarland Plaza, Tuscaloosa, AL                           15,259              21                15,280


                                      II-32




                                                                                  PURCHASE PRICE          MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION    FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE           FEE              OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Sycamore Commons, Matthews, NC                           256,523         07/02             38,184                      -
Walk at Highwoods I, Tampa, FL                           133,940         07/02             23,999                      -
Eckerd Drug Store - Blackstock, Spartanburg, SC           10,908         08/02              2,723                      -
Forestdale Plaza, Jamestown, NC                           53,239         08/02              6,670                      -
Sexton Commons, Fuquay Varina, NC                         49,097         08/02              8,023                      -
Shoppes at Lake Mary, Lake Mary, FL                       69,843         08/02             11,140                      -
Wakefield Crossing, Raleigh, NC                           75,929         08/02             10,794                      -
Circuit City-Cary, Cary, NC                               27,891         09/02              5,650                      -
Cox Creek, Florence, AL                                  173,934         09/02             19,231                 15,287
Forest Hills Centre, Wilson, NC                           73,280         09/02              6,675                      -
Golden Gate, Greensboro, NC                              153,114         10/02             10,545                      -
Goldenrod Groves, Orlando, FL                            108,944         10/02              9,177                      -
City Crossing, Warner Robins, GA                         187,099         11/02             14,644                      -
Clayton Corners, Clayton, NC                             125,656         11/02             14,994                  9,740
CompUSA Retail Center, Newport News, VA                   47,134         11/02              7,324                      -
Duvall Village, Bowie, MD                                 82,522         11/02             13,046                      -
Gateway Plaza - Jacksonville, Jacksonville, NC           101,682         11/02             11,865                      -
Harundale Plaza, Glen Burnie, MD                         274,160         11/02             24,752                      -
Jones Bridge Plaza, Norcross, GA                          83,363         11/02              7,525                      -
Lakewood Ranch, Bradenton, FL                             69,472         11/02              9,494                  4,400
North Aiken Bi-Lo Center, Aiken, SC                       59,204         11/02              5,816                      -
Plant City Crossing, Plant City, FL                       85,252         11/02             10,879                      -
Presidential Commons, Snellville, GA                     372,149         11/02             45,032                 26,113
Rainbow Foods - Garland, Garland, TX                      70,576         11/02              5,098                      -
Rainbow Foods - Rowlett, Rowlett, TX                      63,117         11/02              4,604                      -
River Ridge, Birmingham, AL                              158,755         11/02             26,492                      -
Rosedale Shopping Center, Huntersville, NC                94,248         11/02             19,544                 13,300
Shoppes on the Circle, Dothan, AL                        149,085         11/02             15,013                 12,210
Southlake Shopping Center, Cornelius, NC                 131,247         11/02             13,633                  7,962
Village Square at Golf, Boynton Beach, FL                134,894         11/02             18,537                      -


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                              PAYMENT     CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                                       
Sycamore Commons, Matthews, NC                           38,184             3,077               41,261
Walk at Highwoods I, Tampa, FL                           23,999                72               24,071
Eckerd Drug Store - Blackstock, Spartanburg, SC           2,723                 -                2,723
Forestdale Plaza, Jamestown, NC                           6,670              (114)               6,556
Sexton Commons, Fuquay Varina, NC                         8,023              (129)               7,894
Shoppes at Lake Mary, Lake Mary, FL                      11,140                59               11,199
Wakefield Crossing, Raleigh, NC                          10,794              (182)              10,612
Circuit City-Cary, Cary, NC                               5,650                 4                5,654
Cox Creek, Florence, AL                                   3,944                31               19,262
Forest Hills Centre, Wilson, NC                           6,675                11                6,686
Golden Gate, Greensboro, NC                              10,545                23               10,568
Goldenrod Groves, Orlando, FL                             9,177               741                9,918
City Crossing, Warner Robins, GA                         14,644             3,204               17,848
Clayton Corners, Clayton, NC                              5,254                (5)              14,989
CompUSA Retail Center, Newport News, VA                   7,324                 5                7,329
Duvall Village, Bowie, MD                                13,046               369               13,415
Gateway Plaza - Jacksonville, Jacksonville, NC           11,865               (24)              11,841
Harundale Plaza, Glen Burnie, MD                         24,752               (40)              24,712
Jones Bridge Plaza, Norcross, GA                          7,525               401                7,926
Lakewood Ranch, Bradenton, FL                             5,094                39                9,533
North Aiken Bi-Lo Center, Aiken, SC                       5,816                13                5,829
Plant City Crossing, Plant City, FL                      10,879               (16)              10,863
Presidential Commons, Snellville, GA                     18,919                 6               45,038
Rainbow Foods - Garland, Garland, TX                      5,098                 5                5,103
Rainbow Foods - Rowlett, Rowlett, TX                      4,604                 2                4,606
River Ridge, Birmingham, AL                              26,492                79               26,571
Rosedale Shopping Center, Huntersville, NC                6,244              (122)              19,422
Shoppes on the Circle, Dothan, AL                         2,803                19               15,032
Southlake Shopping Center, Cornelius, NC                  5,671               (15)              13,618
Village Square at Golf, Boynton Beach, FL                18,537              (263)              18,274


                                      II-33




                                                                                  PURCHASE PRICE           MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE           FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Chatham Crossing, Siler City, NC                          32,000         12/02              3,964                      -
Columbiana Station, Columbia, SC                         270,649         12/02             46,615                      -
Gateway Plaza - Conway, Conway, SC                        62,428         12/02              6,295                      -
Lakeview Plaza, Kissimmee, FL                             54,788         12/02              6,187                  3,613
Meadowmont Village Center, Chapel Hill, NC               133,471         12/02             26,808                      -
Shoppes at Citiside, Charlotte, NC                        75,478         12/02              9,706                      -
Shoppes at New Tampa, Wesley Chapel, FL                  158,342         12/02             19,196                      -
Camp Hill Center, Harrisburg, PA                          63,350         01/03              7,786                      -
Eckerd Drug Store - #5018, Amherst, NY                    10,908         01/03              2,805                  1,582
Eckerd Drug Store - #5661, Buffalo, NY                    12,732         01/03              3,145                  1,777
Eckerd Drug Store - #5786, Dunkirk, NY                    10,908         01/03              1,720                    905
Eckerd Drug Store - #5797, Cheektowaga, NY                10,908         01/03              3,756                  1,636
Eckerd Drug Store - #6007, Connelsville, PA               10,908         01/03              3,503                  1,636
Eckerd Drug Store - #6036, Pittsburgh, PA                 10,908         01/03              3,840                  1,636
Eckerd Drug Store - #6040, Monroeville,PA                 12,738         01/03              5,430                  1,911
Eckerd Drug Store - #6043, Monroeville,PA                 10,908         01/03              3,315                  1,637
Eckerd Drug Store - #6062, Harborcreek, PA                10,908         01/03              2,527                  1,418
Eckerd Drug Store - #6089, Weirton, WV                    10,908         01/03              2,472                  1,374
Eckerd Drug Store - #6095, Cheswick, PA                   10,908         01/03              2,791                  1,571
Eckerd Drug Store - #6172, New Castle,PA                  10,908         01/03              2,877                  1,636
Eckerd Drug Store - #6193, Erie, PA                       10,908         01/03              2,919                  1,636
Eckerd Drug Store - #6199, Millcreek, PA                  10,908         01/03              3,729                  1,637
Eckerd Drug Store - #6257, Millcreek, PA                  10,908         01/03              1,444                    640
Eckerd Drug Store - #6286, Erie, PA                       10,908         01/03              4,193                  1,601
Eckerd Drug Store - #6334, Erie, PA                       10,908         01/03              2,997                  1,636
Eckerd Drug Store - #6392, Penn, PA                       10,908         01/03              2,949                  1,636
Eckerd Drug Store - #6695, Plum Borough, PA               10,908         01/03              3,669                  1,637
Eckerd Drug Store - Piedmont, Piedmont, SC                10,908         01/03              1,968                      -
Market Square, Douglasville, GA                          121,774         01/03             12,905                  8,390
Springfield Park, Lawrenceville, GA                      105,321         01/03             10,924                      -


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                               PAYMENT     CAPITALIZED (A)        COST(B)
------------------------------------------------------------------------------------------------------
                                                                                       
Chatham Crossing, Siler City, NC                          3,964                16                3,980
Columbiana Station, Columbia, SC                         46,615               193               46,808
Gateway Plaza - Conway, Conway, SC                        6,295                 -                6,295
Lakeview Plaza, Kissimmee, FL                             2,574                19                6,206
Meadowmont Village Center, Chapel Hill, NC               26,808              (581)              26,227
Shoppes at Citiside, Charlotte, NC                        9,706               326               10,032
Shoppes at New Tampa, Wesley Chapel, FL                  19,196              (266)              18,930
Camp Hill Center, Harrisburg, PA                          7,786                 5                7,791
Eckerd Drug Store - #5018, Amherst, NY                    1,223                 -                2,805
Eckerd Drug Store - #5661, Buffalo, NY                    1,368                 -                3,145
Eckerd Drug Store - #5786, Dunkirk, NY                      815                 -                1,720
Eckerd Drug Store - #5797, Cheektowaga, NY                2,120                (1)               3,755
Eckerd Drug Store - #6007, Connelsville, PA               1,867                 -                3,503
Eckerd Drug Store - #6036, Pittsburgh, PA                 2,204                (1)               3,839
Eckerd Drug Store - #6040, Monroeville,PA                 3,519                (2)               5,428
Eckerd Drug Store - #6043, Monroeville,PA                 1,678                 -                3,315
Eckerd Drug Store - #6062, Harborcreek, PA                1,109                 -                2,527
Eckerd Drug Store - #6089, Weirton, WV                    1,098                 -                2,472
Eckerd Drug Store - #6095, Cheswick, PA                   1,220                 -                2,791
Eckerd Drug Store - #6172, New Castle,PA                  1,241                 -                2,877
Eckerd Drug Store - #6193, Erie, PA                       1,283                 -                2,919
Eckerd Drug Store - #6199, Millcreek, PA                  2,092                (1)               3,728
Eckerd Drug Store - #6257, Millcreek, PA                    804                 -                1,444
Eckerd Drug Store - #6286, Erie, PA                       2,592                (1)               4,192
Eckerd Drug Store - #6334, Erie, PA                       1,361                 -                2,997
Eckerd Drug Store - #6392, Penn, PA                       1,313                 -                2,949
Eckerd Drug Store - #6695, Plum Borough, PA               2,032                 -                3,669
Eckerd Drug Store - Piedmont, Piedmont, SC                1,968                 5                1,973
Market Square, Douglasville, GA                           4,515               787               13,692
Springfield Park, Lawrenceville, GA                      10,924                 5               10,929


                                      II-34




                                                                                   PURCHASE PRICE          MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE            FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Tequesta Shoppes Plaza, Tequesta, FL                     109,937         01/03             11,439                      -
Capital Crossing, Raleigh, NC                             92,248         02/03              9,984                      -
Colonial Promenade Bardmore Center, Largo, FL            152,667         02/03             17,151                      -
Commonwealth Center II, Richmond, VA                     165,382         02/03             22,278                      -
Concord Crossing, Concord, NC                             55,930         02/03              5,331                      -
Fountains, Plantation, FL                                408,807         02/03             44,412                      -
Marketplace at Mill Creek, Buford, GA                    398,407         02/03             50,118                      -
Monroe Shopping Center, Monroe, NC                        45,080         02/03              3,548                      -
Oakley Plaza, Asheville, NC                              118,727         02/03              9,469                      -
Overlook at King of Prussia, King of Prussia, PA         186,980         02/03             57,045                 30,000
Paraiso Plaza, Hialeah, FL                                61,012         02/03              9,481                      -
Publix Brooker Creek, Palm Harbor, FL                     77,596         02/03              8,719                  4,468
Sheridan Square, Dania, FL                                67,425         02/03              7,586                      -
Stonecrest Marketplace, Lithonia, GA                     264,447         02/03             34,742                      -
Suwanee Crossroads, Suwanee, GA                           69,500         02/03             12,068                      -
Windsor Court Shopping Center, Windsor Court, CT          78,480         02/03             14,639                      -
Downtown Short Pump, Richmond, VA                        125,553         03/03             33,515                      -
Valley Park Commons, Hagerstown, MD                       89,579         03/03             11,317                      -
Eckerd - Perry Creek, Perry Creek, NC                     10,908         09/02              2,795                      -
Village Center, Mt. Pleasant, WI                         217,103         03/03             23,987                      -
Watercolor Crossing, Tallahassee, FL                      43,200         03/03              5,485                      -
Bi-Lo - Southern Pines, Southern Pines, NC                57,404         04/03              8,127                      -
Creeks at Virginia Center, Richmond, VA                  266,266         04/03             39,458                 27,804
Flamingo Falls, Pembroke Pines, FL                       108,565         04/03             23,946                      -
Glenmark Shopping Center, Morgantown, WV                 122,167         04/03             12,982                      -
River Run, Miramar, FL                                    93,643         04/03             11,638                      -
Westside Centre Shopping Center, Huntsville, AL          490,784         04/03             46,015                 39,350
440 Commons, Jersey City, NJ                             162,533         05/03             18,046                      -
Barrett Pavilion, Kennesaw, GA                           460,755         05/03             80,183                      -
Bi-Lo - Asheville, Asheville, NC                          54,319         05/03              7,727                      -


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                               PAYMENT     CAPITALIZED (A)        COST(B)
------------------------------------------------------------------------------------------------------
                                                                                       
Tequesta Shoppes Plaza, Tequesta, FL                     11,439              (248)              11,191
Capital Crossing, Raleigh, NC                             9,984                14                9,998
Colonial Promenade Bardmore Center, Largo, FL            17,151                45               17,196
Commonwealth Center II, Richmond, VA                     22,278              (133)              22,145
Concord Crossing, Concord, NC                             5,331                 5                5,336
Fountains, Plantation, FL                                44,412                 -               44,412
Marketplace at Mill Creek, Buford, GA                    50,118                50               50,168
Monroe Shopping Center, Monroe, NC                        3,548                 5                3,553
Oakley Plaza, Asheville, NC                               9,469                 4                9,473
Overlook at King of Prussia, King of Prussia, PA         27,045                15               57,060
Paraiso Plaza, Hialeah, FL                                9,481                26                9,507
Publix Brooker Creek, Palm Harbor, FL                     4,251               146                8,865
Sheridan Square, Dania, FL                                7,586                23                7,609
Stonecrest Marketplace, Lithonia, GA                     34,742              (115)              34,627
Suwanee Crossroads, Suwanee, GA                          12,068               (69)              11,999
Windsor Court Shopping Center, Windsor Court, CT         14,639                10               14,649
Downtown Short Pump, Richmond, VA                        33,515              (147)              33,368
Valley Park Commons, Hagerstown, MD                      11,317                12               11,329
Eckerd - Perry Creek, Perry Creek, NC                     2,795               (66)               2,729
Village Center, Mt. Pleasant, WI                         23,987               (33)              23,954
Watercolor Crossing, Tallahassee, FL                      5,485                 -                5,485
Bi-Lo - Southern Pines, Southern Pines, NC                8,127               (62)               8,065
Creeks at Virginia Center, Richmond, VA                  11,654             1,608               41,066
Flamingo Falls, Pembroke Pines, FL                       23,946                 -               23,946
Glenmark Shopping Center, Morgantown, WV                 12,982               335               13,317
River Run, Miramar, FL                                   11,638                (5)              11,633
Westside Centre Shopping Center, Huntsville, AL           6,665             2,035               48,050
440 Commons, Jersey City, NJ                             18,046                 9               18,055
Barrett Pavilion, Kennesaw, GA                           80,183               (51)              80,132
Bi-Lo - Asheville, Asheville, NC                          7,727                (1)               7,726


                                      II-35




                                                                                  PURCHASE PRICE           MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE            FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Bi-Lo - Shelmore, Mt. Pleasant, SC                        61,705         05/03             11,836                      -
Bi-Lo - Sylvania, Sylvania, GA                            36,000         05/03              4,407                      -
Birkdale Village, Charlotte, NC                          653,983         05/03             96,410                      -
BJ'S Wholesale Club, Charlotte, NC                        99,792         05/03             13,025                      -
Brick Center Plaza, Brick, NJ                            114,028         05/03             19,451                      -
East Hanover Plaza, East Hanover, NJ                     122,028         05/03             17,312                      -
Eckerd Drug Store - #0234, Marietta, GA                   10,880         05/03              2,044                  1,161
Eckerd Drug Store - #0444, Gainesville, GA                10,594         05/03              1,986                  1,129
Eckerd Drug Store - #0818, Ft. Worth, TX                  10,908         05/03              2,691                  1,540
Eckerd Drug Store - #0862, Wichita Falls, TX               9,504         05/03              2,087                  1,203
Eckerd Drug Store - #0943, Richardson, TX                 10,560         05/03              2,354                  1,338
Eckerd Drug Store - #0963, Richardson, TX                 10,560         05/03              2,313                  1,316
Eckerd Drug Store - #0968, Wichita Falls, TX               9,504         05/03              1,837                  1,036
Eckerd Drug Store - #0980, Dallas, TX                      9,504         05/03              1,917                  1,097
Eckerd Drug Store - #2320, Snellville, GA                 10,594         05/03              2,230                  1,271
Eckerd Drug Store - #2506, Dallas, TX                      9,504         05/03              2,073                  1,177
Eckerd Drug Store - #3072, Richland Hills, TX             10,908         05/03              2,663                  1,521
Eckerd Drug Store - #3152, Lake Worth, TX                  9,504         05/03              1,805                  1,021
Eckerd Drug Store - #3169, River Oaks, TX                 10,908         05/03              2,705                  1,546
Eckerd Drug Store - #3192, Tyler, TX                       9,504         05/03              1,495                    845
Eckerd Drug Store - #3338, Kissimmee, FL                  10,880         05/03              2,479                  1,407
Eckerd Drug Store - #3350, Oklahoma City, OK               9,504         05/03              1,776                  1,005
Eckerd Drug Store - #3363, Ft. Worth, TX                   9,504         05/03              1,661                    941
Eckerd Drug Store - #3449, Lawrenceville, GA               9,504         05/03              2,061                      -
Eckerd Drug Store - #3528, Plano, TX                      10,908         05/03              2,535                  1,445
Edgewater Town Center, Edgewater, NJ                      77,446         05/03             27,030                      -
Goody's Shopping Center, Augusta, GA                      22,560         05/03              2,051                      -
Heritage Pavilion, Smyrna, GA                            262,961         05/03             40,013                      -
Hiram Pavilion, Hiram, GA                                363,618         05/03             36,787                      -
Killearn Shopping Center, Tallahassee, FL                 94,547         05/03             10,945                  4,041


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                              PAYMENT     CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                                       
Bi-Lo - Shelmore, Mt. Pleasant, SC                       11,836                10               11,846
Bi-Lo - Sylvania, Sylvania, GA                            4,407                 2                4,409
Birkdale Village, Charlotte, NC                          96,410              (897)              95,513
BJ'S Wholesale Club, Charlotte, NC                       13,025                 1               13,026
Brick Center Plaza, Brick, NJ                            19,451                13               19,464
East Hanover Plaza, East Hanover, NJ                     17,312                 5               17,317
Eckerd Drug Store - #0234, Marietta, GA                     883                 4                2,048
Eckerd Drug Store - #0444, Gainesville, GA                  857                 4                1,990
Eckerd Drug Store - #0818, Ft. Worth, TX                  1,151                 4                2,695
Eckerd Drug Store - #0862, Wichita Falls, TX                884                 4                2,091
Eckerd Drug Store - #0943, Richardson, TX                 1,016                 4                2,358
Eckerd Drug Store - #0963, Richardson, TX                   997                 4                2,317
Eckerd Drug Store - #0968, Wichita Falls, TX                801                 4                1,841
Eckerd Drug Store - #0980, Dallas, TX                       820                 4                1,921
Eckerd Drug Store - #2320, Snellville, GA                   959                 4                2,234
Eckerd Drug Store - #2506, Dallas, TX                       896                 4                2,077
Eckerd Drug Store - #3072, Richland Hills, TX             1,142                 4                2,667
Eckerd Drug Store - #3152, Lake Worth, TX                   784                 4                1,809
Eckerd Drug Store - #3169, River Oaks, TX                 1,159                 4                2,709
Eckerd Drug Store - #3192, Tyler, TX                        650                 4                1,499
Eckerd Drug Store - #3338, Kissimmee, FL                  1,072                 4                2,483
Eckerd Drug Store - #3350, Oklahoma City, OK                771                 4                1,780
Eckerd Drug Store - #3363, Ft. Worth, TX                    720                 4                1,665
Eckerd Drug Store - #3449, Lawrenceville, GA              2,061                 4                2,065
Eckerd Drug Store - #3528, Plano, TX                      1,090                 4                2,539
Edgewater Town Center, Edgewater, NJ                     27,030                11               27,041
Goody's Shopping Center, Augusta, GA                      2,051                 -                2,051
Heritage Pavilion, Smyrna, GA                            40,013                 4               40,017
Hiram Pavilion, Hiram, GA                                36,787             1,559               38,346
Killearn Shopping Center, Tallahassee, FL                 6,904                80               11,025


                                      II-36




                                                                                   PURCHASE PRICE           MORTGAGE
                                                      NUMBER OF      DATE OF      PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE            FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Midway Plaza, Tamarac, FL                                227,209         05/03             26,858                      -
North Hill Commons, Anderson, SC                          42,942         05/03              4,541                      -
Sandy Plains Village, Roswell, GA                        175,035         05/03             18,055                      -
Shoppes at Paradise Pointe, Ft Walton Beach, FL           84,070         05/03             11,591                      -
Sony Theatre Complex, East Hanover, NJ                    70,549         05/03             12,068                      -
Town & Country, Knoxville, TN                            639,135         05/03             49,812                      -
Village Crossing, Skokie, IL                             427,722         05/03             69,443                      -
West Falls Plaza, West Paterson, NJ                       88,913         05/03             20,980                      -
CostCo Plaza, White Marsh, MD                            209,841         06/03             16,857                      -
Denbigh Village Shopping Center, Newport News, VA        311,583         06/03             20,855                      -
Shoppes at Lake Dow, McDonough, GA                        73,271         06/03             11,014                      -
Willoughby Hills Shopping Center, Willoughby Hills, OH   359,414         06/03             37,705                 14,480
Cascades Marketplace, Sterling, VA                        98,532         07/03             16,840                      -
Fayette Pavilion III, Fayetteville, GA                   619,856         07/03             46,308                      -
Northlake Commons, Palm Beach Gardens, FL                143,955         07/03             21,643                      -
Route 22 Retail Shopping Center, Union, NJ               110,453         07/03             19,054                 11,355
Vision Works, Plantation, FL                               6,891         07/03              1,732                      -
Bellevue Place Shopping Center, Nashville, TN             77,249         08/03             10,884                      -
Camfield Corners, Charlotte, NC                           69,887         08/03              9,339                      -
Kensington Place, Murfreesboro, TN                        70,624         08/03              7,167                      -
Largo Town Center, Upper Marlboro, MD                    270,310         08/03             30,947                      -
Naugatuck Valley Shopping Center, Waterbury, CT          383,332         08/03             50,452                      -
Riverdale Shops, West Springfield, MA                    273,928         08/03             42,055                      -
Spring Mall Center, Springfield, VA                       56,511         08/03             10,481                      -
Walgreen's, Port Huron, MI                                14,998         08/03              4,368                      -
Bank First, Winter Park, FL                                3,348         09/03                723                      -
Carlisle Commons, Carlisle, PA                           393,023         09/03             39,635                      -
Circuit City - Culver City, Culver City, CA               32,873         09/03              8,781                      -
Circuit City - Highland Ranch, Highland Ranch, CO         43,480         09/03              5,628                      -
Circuit City - Olympia, Olympia, WA                       35,776         09/03              5,632                      -


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                              PAYMENT     CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                                       
Midway Plaza, Tamarac, FL                                26,858               265               27,123
North Hill Commons, Anderson, SC                          4,541                 1                4,542
Sandy Plains Village, Roswell, GA                        18,055                84               18,139
Shoppes at Paradise Pointe, Ft Walton Beach, FL          11,591               (94)              11,497
Sony Theatre Complex, East Hanover, NJ                   12,068                 5               12,073
Town & Country, Knoxville, TN                            49,812             1,397               51,209
Village Crossing, Skokie, IL                             69,443             6,001               75,444
West Falls Plaza, West Paterson, NJ                      20,980                 5               20,985
CostCo Plaza, White Marsh, MD                            16,857                 5               16,862
Denbigh Village Shopping Center, Newport News, VA        20,855              (106)              20,749
Shoppes at Lake Dow, McDonough, GA                       11,014               (68)              10,946
Willoughby Hills Shopping Center, Willoughby Hills, OH   23,225                22               37,727
Cascades Marketplace, Sterling, VA                       16,840                 5               16,845
Fayette Pavilion III, Fayetteville, GA                   46,308             2,540               48,848
Northlake Commons, Palm Beach Gardens, FL                21,643               523               22,166
Route 22 Retail Shopping Center, Union, NJ                7,699                 -               19,054
Vision Works, Plantation, FL                              1,732                 6                1,738
Bellevue Place Shopping Center, Nashville, TN            10,884                 5               10,889
Camfield Corners, Charlotte, NC                           9,339                 2                9,341
Kensington Place, Murfreesboro, TN                        7,167                 -                7,167
Largo Town Center, Upper Marlboro, MD                    30,947                 7               30,954
Naugatuck Valley Shopping Center, Waterbury, CT          50,452                 8               50,460
Riverdale Shops, West Springfield, MA                    42,055                34               42,089
Spring Mall Center, Springfield, VA                      10,481                 2               10,483
Walgreen's, Port Huron, MI                                4,368                 9                4,377
Bank First, Winter Park, FL                                 723                 8                  731
Carlisle Commons, Carlisle, PA                           39,635                10               39,645
Circuit City - Culver City, Culver City, CA               8,781                 4                8,785
Circuit City - Highland Ranch, Highland Ranch, CO         5,628                 3                5,631
Circuit City - Olympia, Olympia, WA                       5,632                 3                5,635


                                      II-37




                                                                                     PURCHASE PRICE           MORTGAGE
                                                         NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                                SQUARE FEET    PURCHASE            FEE               OF PURCHASE
---------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Fayette Pavilion I & II, Fayetteville, GA                   791,373         09/03             88,521                      -
Kroger - Cincinnati, Cincinnati, OH                          56,634         09/03              7,431                      -
Kroger - Grand Prairie, Grand Prairie, TX                    64,522         09/03              5,793                      -
Kroger - Westchester, Westchester, OH                        56,083         09/03              4,670                      -
Lowe's Home Improvement - Baytown, Baytown, TX              125,357         09/03             11,478                      -
Lowe's Home Improvement - Cullman, Cullman, AL              101,287         09/03              8,960                      -
Lowe's Home Improvement - Houston, Houston, TX              131,644         09/03             12,050                      -
Lowe's Home Improvement - Steubenville, Steubenville, OH    130,497         09/03             11,442                      -
Southwood Plantation, Tallahassee, FL                        62,700         10/02              7,738                      -
Super Wal-Mart - Alliance, Alliance, OH                     200,084         09/03             15,879                      -
Super Wal-Mart - Greenville, Greenville, SC                 200,084         09/03             16,971                      -
Super Wal-Mart - Winston-Salem, Winston-Salem, NC           204,931         09/03             18,721                      -
Eckerd - Gaffney, Gaffney, SC                                13,813         12/02              2,374                      -
Wal-Mart/Sam's Club, Worcester, MA                          107,929         09/03             11,194                      -
Bi-Lo at Northside Plaza, Greenwood, SC                      41,581         10/03              4,069                      -
Cedar Springs Crossing, Spartanburg, SC                      86,581         10/03             10,191                      -
Clearwater Crossing, Flowery Branch, GA                      90,566         10/03             13,303                      -
Cortez Plaza, Bradenton, FL                                 286,610         10/03             26,819                 16,828
Houston Square, Warner Robins, GA                            60,799         10/03              5,214                      -
Lexington Place, Lexington, SC                               83,167         10/03              8,481                      -
Manchester Broad Street, Manchester, CT                      68,509         10/03             13,119                      -
Plaza Del Paraiso, Miami, FL                                 82,442         10/03             15,417                      -
Seekonk Town Center, Seekonk, MA                             80,713         10/03             11,068                      -
Shoppes of Ellenwood, Ellenwood, GA                          67,721         10/03             10,703                      -
Shoppes of Lithia, Brandon, FL                               71,430         10/03             12,926                      -
Crossroads Plaza, Lumberton, NJ                              89,627         11/03             18,232                      -
Hilliard Rome, Columbus, OH                                 110,772         11/03             17,171                 11,883
Loisdale Center, Springfield, VA                            120,742         11/03             29,051                      -
Middletown Village, Middletown, RI                           98,161         11/03             17,871                      -
Shoppes at Oliver's Crossing, Winston-Salem, NC              76,512         11/03             10,386                      -


                                                                         OTHER CASH
                                                          CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                                   PAYMENT     CAPITALIZED (A)         COST(B)
-----------------------------------------------------------------------------------------------------------
                                                                                           
Fayette Pavilion I & II, Fayetteville, GA                    88,521               (357)              88,164
Kroger - Cincinnati, Cincinnati, OH                           7,431                  3                7,434
Kroger - Grand Prairie, Grand Prairie, TX                     5,793                  7                5,800
Kroger - Westchester, Westchester, OH                         4,670                  3                4,673
Lowe's Home Improvement - Baytown, Baytown, TX               11,478                  7               11,485
Lowe's Home Improvement - Cullman, Cullman, AL                8,960                  3                8,963
Lowe's Home Improvement - Houston, Houston, TX               12,050                  7               12,057
Lowe's Home Improvement - Steubenville, Steubenville, OH     11,442                  3               11,445
Southwood Plantation, Tallahassee, FL                         7,738                  4                7,742
Super Wal-Mart - Alliance, Alliance, OH                      15,879                  3               15,882
Super Wal-Mart - Greenville, Greenville, SC                  16,971                  3               16,974
Super Wal-Mart - Winston-Salem, Winston-Salem, NC            18,721                  3               18,724
Eckerd - Gaffney, Gaffney, SC                                 2,374                502                2,876
Wal-Mart/Sam's Club, Worcester, MA                           11,194                  3               11,197
Bi-Lo at Northside Plaza, Greenwood, SC                       4,069                  -                4,069
Cedar Springs Crossing, Spartanburg, SC                      10,191                  -               10,191
Clearwater Crossing, Flowery Branch, GA                      13,303                  -               13,303
Cortez Plaza, Bradenton, FL                                   9,991              1,854               28,673
Houston Square, Warner Robins, GA                             5,214                  -                5,214
Lexington Place, Lexington, SC                                8,481                  -                8,481
Manchester Broad Street, Manchester, CT                      13,119                  -               13,119
Plaza Del Paraiso, Miami, FL                                 15,417                  -               15,417
Seekonk Town Center, Seekonk, MA                             11,068                  -               11,068
Shoppes of Ellenwood, Ellenwood, GA                          10,703                  -               10,703
Shoppes of Lithia, Brandon, FL                               12,926                  -               12,926
Crossroads Plaza, Lumberton, NJ                              18,232                  -               18,232
Hilliard Rome, Columbus, OH                                   5,288                231               17,402
Loisdale Center, Springfield, VA                             29,051                  -               29,051
Middletown Village, Middletown, RI                           17,871                  -               17,871
Shoppes at Oliver's Crossing, Winston-Salem, NC              10,386                  -               10,386


                                      II-38




                                                                                   PURCHASE PRICE          MORTGAGE
                                                      NUMBER OF      DATE OF     PLUS ACQUISITION     FINANCING AT DATE
PROPERTY                                             SQUARE FEET    PURCHASE            FEE               OF PURCHASE
------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Squirewood Village, Dandridge, TN                         46,150         11/03              3,442                      -
Waterfront Marketplace/Town Center, Homestead, PA        755,407         11/03            113,024                 72,035
Winslow Bay Commons, Mooresville, NC                     255,598         11/03             42,132                      -
Albertson's at Bloomingdale Hills, Brandon, FL            78,686         12/03              5,856                      -
Oak Summit, Winston-Salem, NC                            142,739         12/03             13,666                      -
Paradise Place, West Palm Beach, FL                       69,620         12/03             11,688                      -
Pointe at Tampa Plams, Tampa, FL                          20,258         12/03              5,282                      -
Southhampton Village, Tyrone, GA                          77,900         11/02             10,610                      -
Shoppes on the Ridge                                      91,165         12/02             11,422                      -
                                                  ----------------------------------------------------------------------
 Total for 2001 through 2003 acquisitions             29,573,733                        3,653,755                497,556
                                                  ======================================================================

DEVELOPMENT PROJECTS
Fayette Pavilion III, Fayetteville, GA                       N/A         07/03                203                      -
Fountains, Plantation, FL                                    N/A         02/03              2,664                      -
Hiram Pavilion, Hiram, GA                                    N/A         05/03                695                      -
Northlake Commons, Palm Beach Gardens, FL                    N/A         07/03                640                      -
Redbud Commons Gastonia, NC                                  N/A         06/03              5,101                      -
Shoppes of Golden Acres II, Newport Richey, FL               N/A         02/02                189                      -
Southhampton Village, Tyrone, GA                             N/A         11/02                 62                      -
Southlake Pavilion, Morrow, GA                               N/A         12/01                702                      -
Turkey Creek II, Knoxville, TN                               N/A         01/02              1,317                      -
Watercolor Crossing, Tallahassee, FL                         N/A         03/03              1,028                      -
Westside Center, Huntsville, AL                              N/A         04/03              4,888                      -
                                                  ----------------------------------------------------------------------
  Total for Development projects at 12/31/03                   -                           17,489                      -
                                                  ======================================================================

GRAND TOTAL                                           31,875,622                        3,935,930                529,516
                                                  ======================================================================


                                                                    OTHER CASH
                                                     CASH DOWN     EXPENDITURES      TOTAL ACQUISITION
PROPERTY                                              PAYMENT     CAPITALIZED (A)         COST(B)
------------------------------------------------------------------------------------------------------
                                                                                   
Squirewood Village, Dandridge, TN                         3,442                 -               3,442
Waterfront Marketplace/Town Center, Homestead, PA        40,989             4,694             117,718
Winslow Bay Commons, Mooresville, NC                     42,132                 -              42,132
Albertson's at Bloomingdale Hills, Brandon, FL            5,856                 -               5,856
Oak Summit, Winston-Salem, NC                            13,666                 -              13,666
Paradise Place, West Palm Beach, FL                      11,688                 -              11,688
Pointe at Tampa Plams, Tampa, FL                          5,282                 -               5,282
Southhampton Village, Tyrone, GA                         10,610                 -              10,610
Shoppes on the Ridge                                     11,422                 -              11,422
                                                  ---------------------------------------------------
 Total for 2001 through 2003 acquisitions             3,156,199            59,541           3,713,296
                                                  ===================================================

DEVELOPMENT PROJECTS
Fayette Pavilion III, Fayetteville, GA                      203                 -                 203
Fountains, Plantation, FL                                 2,664                 -               2,664
Hiram Pavilion, Hiram, GA                                   695                 -                 695
Northlake Commons, Palm Beach Gardens, FL                   640                 -                 640
Redbud Commons Gastonia, NC                               5,101                 -               5,101
Shoppes of Golden Acres II, Newport Richey, FL              189                 -                 189
Southhampton Village, Tyrone, GA                             62                 -                  62
Southlake Pavilion, Morrow, GA                              702                 -                 702
Turkey Creek II, Knoxville, TN                            1,317                 -               1,317
Watercolor Crossing, Tallahassee, FL                      1,028                 -               1,028
Westside Center, Huntsville, AL                           4,888                 -               4,888
                                                  ---------------------------------------------------
  Total for Development projects at 12/31/03             17,489                 -              17,489
                                                  ===================================================

GRAND TOTAL                                           3,406,414            64,085           4,000,015
                                                  ===================================================


                                      II-39


                              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-40


                                   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. 5 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 15th day of September, 2004.


                              INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.


                              By:/s/ Robert D. Parks
                                -------------------------------------------
                                  Robert D. Parks
                                  President, Chief Executive Officer and
                                  Chief Operating Officer

                                      II-41


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 5 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                             September 15, 2004
------------------------------
Robert D. Parks


/s/ Steven P. Grimes                    Treasurer and Principal financial officer         September 15, 2004
------------------------------
Steven P. Grimes


/s/ Lori J. Foust                       Principal accounting officer                      September 15, 2004
------------------------------
Lori J. Foust


/s/ Brenda G. Gujral                    Director                                          September 15, 2004
------------------------------
Brenda G. Gujral

*                                       Independent Director                              September 15, 2004
-----------------------
Frank Catalano

*                                       Independent Director                              September 15, 2004
-----------------------
Ken Beard

*                                       Independent Director                              September 15, 2004
-----------------------
Paul R. Gauvreau

*                                       Independent Director                              September 15, 2004
-----------------------
Gerald M. Gorski

*                                       Independent Director                              September 15, 2004
-----------------------
Barbara A. Murphy




/s/ Roberta S. Matlin
------------------------------

* Signed on behalf of the named individuals by Roberta S. Matlin, under power of
attorney.

                                      II-42