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                                                                  Exhibit 10.404

                            ASSIGNMENT AND ASSUMPTION
                         OF PURCHASE AND SALE AGREEMENT

          This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into this __________ day of September, 2004 by
Inland Real Estate Acquisitions, Inc., an Illinois Corporation, ("Assignor"),
and Inland Western Miami 19th Street, L.L.C., a Delaware limited liability
company, ("Assignee").

                                    RECITALS

          A.    Inland Western Miami 19th Street, L.L.C. ("Seller") and Assignor
have previously entered into that certain Purchase and Sale Agreement dated as
of March 24, 2004 (the "Purchase Agreement"), relating to the sale of a certain
shopping center commonly known as Bed Bath & Beyond Plaza located in the City of
Miami, Florida.

          B.    Assignor desires to assign its interest in and to the Purchase
Agreement to Assignee upon the terms and conditions contained herein.

          NOW, THEREFORE, in consideration of the receipt of ten and 00/100
Dollars ($10.00) and other good and valuable consideration in hand paid by
Assignee to Assignor, the receipt and sufficiency of which are hereby
acknowledged by Assignor, the parties hereby agree as follows:

          1.   RECITALS. The foregoing recitals are, by this reference,
               incorporated into the body of this Assignment as if the same had
               been set forth in the body hereof in their entirety.

          2.   ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns, conveys,
               transfers, and sets over to Assignee all of Assignor's right,
               title, and interest in and to the Purchase Agreement. Assignee
               hereby accepts the foregoing Assignment and assumes, and agrees
               to perform, all duties, obligations, liabilities, indemnities,
               covenants, and agreements of Assignor set forth in the Purchase
               Agreement.

          3.   COUNTERPARTS. This document may be executed in any number of
               counterparts, each of which may be executed by any one or more of
               the parties hereto, but all of which must constitute one
               instrument and shall be binding and effective when all parties
               hereto have executed at least one counterpart.

          4.   SUCCESSORS. This Assignment shall be binding upon and for the
               benefit of the parties hereto and their respective Successors and
               Assigns.

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          IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first written above.

ASSIGNOR:

INLAND REAL ESTATE ACQUISITIONS, INC.,
An Illinois Corporation


By:  /s/ [ILLEGIBLE]
    ------------------------------
Name:    [ILLEGIBLE]
      ----------------------------
Title:   SRVP
       ---------------------------


ASSIGNEE:

INLAND WESTERN MIAMI 19TH STREET, L.L.C.,
a Delaware limited liability company

By:      Inland Western Retail Real Estate Trust, Inc.,
         a Maryland corporation, its sole member

         By:     /s/ Valerie Medina
               --------------------------
         Name:       Valerie Medina
               --------------------------
         Its:        Asst. Secretary
               --------------------------

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