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                                                                 EXHIBIT 10.2(a)

                               FIRST AMENDMENT TO
                  FIRST AMENDED AND RESTATED ADVISORY AGREEMENT

         This is the FIRST AMENDMENT dated as of August 1, 2001 (this
"Amendment") to that certain First Amended And Restated Advisory Agreement
dated as of November 28, 2001 (the "Agreement") between Inland Retail Real
Estate Trust, Inc., a Maryland corporation (the "Company"), and Inland Retail
Real Estate Advisory Services, Inc., an Illinois corporation (the "Advisor").

                              W I T N E S S E T H:

         WHEREAS, the Company and the Advisor have the Agreement relating to
certain services to be provided by the Advisor to the Company; and

         WHEREAS, the Company and the Advisor have agreed to revise certain
Advisory fees set forth in the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and for good value and consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows and hereby amend the Agreement as follows:

1.ab                       Capitalized terms used herein shall have the same
                   meaning as in the Agreement.

2.ab                       The definition of "Advisor Asset Management Fee"
                  contained in SECTION 1(b) of the Agreement is hereby amended
                  and restated in its entirety to read as follows:

                  (b)      "Advisor Asset Management Fee" means an amount equal
                           to 1% of the Net Asset Value.

3.ab                       The definition of "Cumulative Return" contained in
                  SECTION 1(n) of the Agreement is hereby amended and restated
                  in its entirety to read as follows:

                  (n)      "Cumulative Return" means a cumulative, noncompounded
                           return, equal to 10% per annum on Invested Capital
                           commencing upon acceptance of the investor's
                           subscription.

4.ab                       A new SECTION 1(aa) is hereby added to read as
                  follows and the current Sections 1(aa) through 1(ss) are
                  renumbered accordingly:

                  (aa)     "Net Asset Value" means the total book value of the
                           Company's assets invested in equity interests and
                           loans secured by real estate, before reserves for
                           depreciation or bad debts or other similar non cash
                           reserves, less any mortgages payable on such assets.
                           Net Asset Value will be calculated by taking the
                           average of these values at the end of each month
                           during the quarter for which the Company is
                           calculating the fee.

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5.ab                       SECTION 9(b) of the Agreement is hereby amended and
                  restated in its entirety to read as follows:

                                    (b) An Advisor Asset Management Fee of not
                           more than 1% of the Net Asset Value. This fee will be
                           payable quarterly in an amount equal to one fourth of
                           1% of the Net Asset Value of the Company as of the
                           last day of the immediately preceding quarter. For
                           any year in which the Company qualifies as a REIT,
                           the Advisor may be required to reimburse the Company
                           certain sums as described in Section 14;

6.ab                       Except as amended by this Amendment, the Agreement
                  shall remain in full force and effect.

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         IN WITNESS WHEREOF, the undersigned have executed and delivered this
First Amendment to First Amended and Restated Advisory Agreement as of the date
first above written.

                           COMPANY:

                           Inland Retail Real Estate Trust, Inc.


                           By: /s/ Roberta S. Matlin
                              -------------------------------------------------
                           Title: Vice President
                                 ----------------------------------------------


                           ADVISOR:

                           Inland Retail Real Estate Advisory Services, Inc.


                           By: /s/ Robert D. Parks
                              -------------------------------------------------
                           Title: President
                                 ----------------------------------------------















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