<Page>

                                                                  Exhibit 10.395

This document prepared by,        MAXIMUM PRINCIPAL INDEBTEDNESS FOR TENNESSEE
and after recording return to:    TAX IS $3,442,100. TAX PREVIOUSLY PAID ON
                                  $11,423,300 AT BOOK T1621, PAGE 67 IN THE
Sandra L. Waldier                 MADISON COUNTY REGISTER'S OFFICE.
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602


                                                 Allstate Life Insurance Company
                                                      Allstate Insurance Company
                                                      Loan No. 122534 and 122541

                           AMENDMENT TO LOAN DOCUMENTS

          THIS AMENDMENT TO LOAN DOCUMENTS (the "Amendment") is made and entered
into as of November 2, 2004, by and among INLAND WESTERN JACKSON COLUMNS,
L.L.C., a Delaware limited liability company ("Borrower"), ALLSTATE LIFE
INSURANCE COMPANY, an Illinois insurance corporation ("ALIC") and ALLSTATE
INSURANCE COMPANY, an Illinois insurance company ("AIC", and together with ALIC,
"Lender").

                                    RECITALS

     A.   Lender has heretofore made a mortgage loan to Borrower in the
aggregate principal amount of ELEVEN MILLION FOUR HUNDRED TWENTY THREE THOUSAND
THREE HUNDRED DOLLARS ($11,423,300) (the "Loan"). The Loan is evidenced and
secured by the following documents, each dated as of October 1, 2004: (i) a
Mortgage Note (the "ALIC Note"), from Borrower to ALIC in the amount of
$8,567,500, (ii) a Mortgage Note (the "AIC Note"), from Borrower to AIC in the
amount of $2,855,800, (iii) a Deed of Trust, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing from Borrower to Lender,
recorded on October 15, 2004 in Book T1621, Page 67 as Instrument No. 04019910
in the Register's Office of Madison County, Tennessee (the "Mortgage") that
encumbers the real property described on Exhibit A attached hereto (the
"Original Land") and other items of collateral, (iv) an Assignment of Rents and
Leases from Borrower to Lender, recorded on October 15, 2004 in Book T1621, Page
120 as Instrument No. 04019911 in the Register's Office of Madison County,
Tennessee (the "Assignment"), (v) a Letter Agreement dated as of October 1, 2004
(the "Letter Agreement") between Borrower and Lender, and (vi) certain other
Related Agreements (all of the foregoing, as the same may be amended, modified
or supplemented from time to time, and together with the Letter Agreement, the
"Loan Documents"). Initially capitalized terms used but not defined herein shall
have the meanings given in the Mortgage or the Letter Agreement.

<Page>

     B.   Pursuant to Paragraph 6 of the Letter Agreement, Lender has agreed to
fund an additional advance in the amount of $3,442,100 (the "Phase II Advance")
for the Phase II Property. The Phase II Advance is evidenced by (i) a Mortgage
Note of even date herewith, from Borrower to ALIC in the amount of $2,581,550
(the "ALIC Phase II Note") and (ii) a Mortgage Note of even date herewith from
borrower to AIC in the amount of $860,550 (the "AIC Phase II Note") and is
secured by a lien on the Phase II Property, which is more particularly described
on EXHIBIT B attached hereto.

     C.   Lender and Borrowers are entering into this Amendment to reflect
certain agreements of the parties and to (i) reflect the increased amount of the
Loan; (ii) add the Phase II Property as an encumbered parcel under the Mortgage;
and (iii) add the ALIC Phase II Note and the AIC Phase II Note to the Notes
which are secured by the Loan Documents.

                                   AGREEMENTS

               NOW THEREFORE, for and in consideration of the Recitals set forth
above, the mutual covenants and agreements set forth below and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

     1.   INCREASE IN LOAN. The principal amount of the Loan is hereby increased
to FOURTEEN MILLION EIGHT HUNDRED SIXTY FIVE THOUSAND FOUR HUNDRED DOLLARS
($14,865,400). All references in the Loan Documents to the Loan or the Loan
Amount shall be deemed references to the Loan in the maximum principal amount of
$14,865,400.

     2.   PHASE II PROPERTY. The Phase II Property is hereby added to and shall
be a part of the Property. The lien of the Mortgage is hereby spread so as to
encumber title to the real estate described in Exhibit B.

     3.   AMENDMENTS TO MORTGAGE. The Mortgage is hereby amended as follows:

     a.   On the cover page, the Allocated Loan Amount of "$11,423,300" shall be
deleted and the amount "$14,865,400" shall be inserted in its place.

     b.   Section (A) on page 4 is deleted and the following inserted in its
place:

          "(A) The repayment of the indebtedness evidenced by (1) that certain
     Mortgage Note (the "ALIC Note") of even date herewith with a maturity date
     of May 1, 2009, executed by Trustor and payable to the order of ALIC, in
     the principal sum of EIGHT MILLION FIVE HUNDRED SIXTY SEVEN THOUSAND FIVE
     HUNDRED DOLLARS ($8,567,500), with interest thereon as provided therein and
     all late charges, loan fees, commitment fees, Prepayment Premium (as
     described in the ALIC Note), and all extensions, renewals, modifications,
     amendments and replacements of the ALIC Note, (2) that certain Mortgage
     Note (the "AIC Note") of even date herewith with a maturity date of May 1,
     2009, executed by Trustor and payable to the order of AIC, in the principal
     sum of TWO MILLION EIGHT HUNDRED FIFTY FIVE THOUSAND EIGHT HUNDRED DOLLARS
     ($2,855,800), with interest thereon as provided therein

                                        2
<Page>

     and all late charges, loan fees, commitment fees, Prepayment Premium (as
     described in the AIC Note), and all extensions, renewals, modifications,
     amendments and replacements of the AIC Note, (3) that certain Mortgage Note
     (the "ALIC Phase II Note") dated as of November 2, 2004 with a maturity
     date of May 1, 2009, executed by Trustor and payable to the order of ALIC,
     in the principal sum of TWO MILLION FIVE HUNDRED EIGHTY ONE THOUSAND FIVE
     HUNDRED FIFTY DOLLARS ($2,581,550), with interest thereon as provided
     therein and all late charges, loan fees, commitment fees, Prepayment
     Premium (as described in the ALIC Phase II Note), and all extensions,
     renewals, modifications, amendments and replacements of the ALIC Phase II
     Note, and (4) that certain Mortgage Note (the "AIC Phase II Note" and,
     together with the ALIC Note, the AIC Note and the ALIC Phase II Note, the
     "Note" or the "Notes") dated as of November 2, 2004 with a maturity date of
     May 1, 2009, executed by Trustor and payable to the order of AIC, in the
     principal sum of EIGHT HUNDRED SIXTY THOUSAND FIVE HUNDRED FIFTY DOLLARS
     ($860,550), with interest thereon as provided therein and all late charges,
     loan fees, commitment fees, Prepayment Premium (as described in the AIC
     Phase II Note), and all extensions, renewals, modifications, amendments and
     replacements of the AIC Phase II Note."

     c.   Exhibit A attached to the Mortgage is amended by adding the real
property described in Exhibit B attached hereto, so as to spread the lien of the
Mortgage to encumber title to the Phase II Property.

     4.   AMENDMENT TO THE ASSIGNMENT. The Assignment is hereby amended as
follows:

     a.   Recital B is deleted and the following inserted in its place:

          "B.  Assignee has loaned to Assignor the aggregate principal sum of
     $14,865,400 ("Loan") which loan is evidenced by four Mortgage Notes of even
     date herewith, two payable to ALIC in the principal amounts of $8,567,500
     and $2,581,550, respectively and two payable to AIC in the principal
     amounts of $2,855,800 and $860,550, respectively (said notes and any and
     all renewals, modifications and extensions thereof collectively referred to
     as the "Note")."

     b.   Exhibit A attached to the Assignment is amended by adding the real
property described in Exhibit B attached hereto, so as to spread the lien of the
Assignment to encumber title to the Phase II Property.

     5.   REFERENCES TO OTHER INSTRUMENTS OR DOCUMENTS. All references, if any,
in the Loan Documents to the Property, the amount of the Loan, the Notes, or the
debt secured by the applicable instrument shall be deemed to be references to
the Property, the amount of the Loan, the Notes or the debt secured as amended
and modified by this Amendment.

     6.   REPRESENTATIONS AND WARRANTIES. Borrowers hereby jointly and severally
represent and warrant to Lender as follows:

     (a)  The representations and warranties in the Loan Documents are true and
correct as of the date hereof.

                                        3
<Page>

     (b)  There is no uncured Event of Default or event which, with notice or
the passage of time, or both, could result in an Event of Default under any of
the Loan Documents.

     (c)  The Loan Documents are in full force and effect and, following the
execution and delivery of this Amendment, they continue to be the legal, valid
and binding obligations of Borrower, enforceable in accordance with their
respective terms (as amended by this Amendment).

     (d)  There has been no material adverse change in the financial condition
of Borrower or any other party whose financial statement has been delivered to
Lender in connection with the Loan from the date of the most recent financial
statement received by Lender.

     (e)  There is no material adverse change in the financial condition of any
major tenant(s) in the Property or in the physical condition of the Property.

     (f)  As of the date hereof, Borrower has no claims, counterclaims,
defenses, or set-offs with respect to the Loan or the Loan Documents (as
amended by this Amendment).

     (g)  Borrower is validly existing and in good standing under the laws of
the State of their formation or organization and are in good standing under the
laws of the State in which the Property is located and has the requisite power
and authority to execute and deliver the ALIC Phase II Note, the AIC Phase II
Note and this Amendment, and to perform the Loan Documents (as amended by this
Amendment). The execution and delivery of the ALIC Phase II Note, the AIC Phase
II Note and this Amendment, and the performance of the Loan Documents (as
amended by this Amendment) have been duly authorized by all requisite action by
or on behalf of Borrower.

     The representations and warranties made herein are all made as of the date
hereof.

     7.   FULL FORCE AND EFFECT. After giving effect to this Amendment, the
Mortgage and the other Loan Documents are in good standing and remain in full
force and effect as so amended.

     8.   SUCCESSORS AND ASSIGNS. The terms and provisions of this Amendment and
the Loan Documents, as amended, shall be binding upon and inure to the benefit
of Borrower and Lender and their respective successors and assigns, except that
Borrower shall not have the right to assign its rights hereunder (except as may
be expressly provided in the Loan Documents), because Lender is relying upon
Borrower's expertise, business reputation and special ability to own and operate
the Property.

     9.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which when
taken together shall constitute one and the same agreement.

     10.  GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Tennessee.

                                        4
<Page>

     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first above written.

                               BORROWER:

                               INLAND WESTERN JACKSON COLUMNS, L.L.C.,
                               a Delaware limited liability company

                               By:  INLAND WESTERN RETAIL REAL ESTATE
                                    TRUST, INC., a Maryland corporation,
                                    Its sole member

                                    By: /s/ [ILLEGIBLE]
                                        ----------------------------------
                                    Its:  Asst Secretary
                                        ----------------------------------

                               LENDER:

                               ALLSTATE LIFE INSURANCE COMPANY,
                               an Illinois insurance corporation

                               BY: /s/ Louise J Walton
                                  ----------------------------------------

                               BY: /s/ Heather Kracik
                                  ----------------------------------------
                                  Its Authorized Signatories

                               ALLSTATE INSURANCE COMPANY,
                               an Illinois insurance corporation

                               BY: /s/ Louise J Walton
                                  ----------------------------------------

                               BY: /s/ Heather Kracik
                                  ----------------------------------------
                                  Its Authorized Signatories

                                        5
<Page>

STATE OF ILLINOIS          )
                           ) SS.
COUNTY OF COOK             )

     I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Debra O. Palmer, the Asst. Secretary of
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, the sole
member of INLAND WESTERN JACKSON COLUMNS, L.L.C., a Delaware limited liability
company, personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that as such officer he/she signed and delivered the said
instrument as his/her free and voluntary act and deed and as the free and
voluntary act and deed of said entities, for the uses and purposes therein set
forth.

          GIVEN under my hand and notarial seal this 27th day of October, 2004.

 (SEAL)
                                                 /s/ Elizabeth A Irving
                                           -------------------------------------
                                                      Notary Public

                                                          [SEAL]

My commission expires:                            "OFFICIAL SEAL"
                                                ELIZABETH ANN IRVING
    11/14/2004                             NOTARY PUBLIC STATE OF ILLINOIS
                                           My Commission Expires 11/14/2004

                                        7
<Page>

STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )

          I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Louise J. Walton and Heather Kracik,
authorized signatories of ALLSTATE LIFE INSURANCE COMPANY, an Illinois
corporation, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that as such authorized signatories, they signed and delivered
the aforesaid instrument as their free and voluntary act and deed, and as the
free and voluntary act and deed of said corporation, for the uses and purposes
therein set forth.

          GIVEN under my hand and notarial seal this 4th day of November,
2004.

(SEAL)

         OFFICIAL SEAL
       TERESA A. SPIEDEL                           /s/ Teresa A. Spiedel
NOTARY PUBLIC, STATE OF ILLINOIS           -------------------------------------
MY COMMISSION EXPIRES 7-11-2005                        Notary Public

My commission expires:
    7-11-2005


STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )

          I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Louise J. Walton and Heather Kracik,
authorized signatories of ALLSTATE INSURANCE COMPANY, an Illinois corporation,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that as such authorized signatories, they signed and delivered the aforesaid
instrument as their free and voluntary act and deed, and as the free and
voluntary act and deed of said corporation, for the uses and purposes therein
set forth.

          GIVEN under my hand and notarial seal this 4th day November, 2004.

[SEAL]

         OFFICIAL SEAL
       TERESA A. SPIEDEL                           /s/ Teresa A. Spiedel
NOTARY PUBLIC, STATE OF ILLINOIS           -------------------------------------
MY COMMISSION EXPIRES 7-11-2005                        Notary Public

My commission expires:
    7-11-2005

<Page>

                                    EXHIBIT A

                              PROPERTY DESCRIPTION

PARCEL 1:

A parcel of land located in the City of Jackson, Madison County, Tennessee,
being a portion of that property transferred unto Jackson Property Associates,
GP by deed of record in Book 637, Page 647, in the Register's Office of Madison
County, Tennessee, and being more particularly described as follows:

Commence at the point of intersection of the west right-of-way line of Vann
Drive (65-foot right-of-way) with the south right-of-way line of Pleasant Plains
Extended (65-foot right-of-way), if said right-of-way lines were extended to
intersection; thence, South 13 degrees 26 minutes 51 seconds West, 525.86 feet,
along the west right-of-way line of Vann Drive, to a survey nail found at the
southeast corner of Lot 902-B, Section 9, Rushmeade Commercial Subdivision (Plat
Book 10, Page 75) and the Point of Beginning; thence, South 13 degrees 26
minutes 51 seconds West, 42.70 feet, along the west right-of-way line of Vann
Drive, to a survey nail in asphalt found at the northeast corner of Lot 23,
Phase 3, Rushmeade Commercial Subdivision (Plat Book 7, Page 188); thence, North
76 degrees 33 minutes 09 seconds West, 237.50 feet, along the north line of Lot
23, to a 1/2-inch iron rod found; thence, South 13 degrees 26 minutes 51 seconds
West, 99.02 feet, along the west line of Lot 23, to a 1/2-inch iron rod found at
the northeast corner of Lot 1304, Section 13, Rushmeade Commercial Subdivision
(Plat Book 10, Page 76); thence, with the north line of Lot 1304, North 76
degrees 33 minutes 09 seconds West, 620.74 feet, to a 1/2-inch iron rod found;
thence, North 13 degrees 26 minutes 32 seconds East, 137.04 feet, to a 1/2-inch
iron rod found; thence, North 02 degrees 07 minutes 40 seconds East, 442.52
feet, along a line parallel to and 105 feet east of the east line of Ridgemont
Development Subdivision, to a 1/2-inch iron rod found; thence, North 14 degrees
10 minutes 21 seconds East, 98.92 feet, to a 1/2-inch iron rod found on the
south line of Proposed Outparcel G; thence, along the south line of Proposed
Outparcel G and division lines, South 87 degrees 42 minutes 38 seconds East,
95.67 feet, to a 1/2-inch iron rod found; thence, North 54 degrees 31 minutes 32
seconds East, 254.98 feet, to a 1/2-inch iron rod found on the southwest
right-of-way line of Pleasant Plains Extended (65-foot right-of-way); thence,
southeasterly along said right-of-way line, a distance of 348.04 feet along the
arc of a curve to the left, said curve having a radius of 607.50 feet and a
chord of South 50 degrees 36 minutes 11 seconds East, 343.30 feet, to a 1/2-inch
iron rod found; thence, South 67 degrees 00 minutes 57 seconds East, 99.92 feet,
along a south right-of-way line of Pleasant Plains Extended, to a 1/2-inch iron
rod found at the northwest corner of Lot 902-A, Section 9, Rushmeade Commercial
Subdivision (Plat Book 10, Page 75); thence, southwesterly, South 13 degrees 26
minutes 51 seconds West, 572.09 feet, along the west line of Lots 902-A and
902-B, to a 1/2-inch iron rod found; thence, South 76 degrees 33 minutes 09
seconds East, 275.21 feet, along the south line of Lot 902, to the Point of
Beginning. Containing 11.36 acres of land.

The above described property being Lot 901, Section 9, Rushmeade Commercial
Subdivision as recorded in Plat Book 10, Page 75, in the Register's Office of
Madison County, Tennessee.

                                       A-1
<Page>

Together with easement rights pursuant to "The Columns Declaration of
Restrictive Easements and Restrictions," of record in Trust Deed Book 1133, Page
848, in the Register's Office of Madison County, Tennessee, as amended by "The
Columns First Amendment to Declaration of Restrictive Easements and
Restrictions," of record in Trust Deed Book 1453, Page 582, in the Register's
Office of Madison County, Tennessee.

Together with easement rights pursuant to "Assignment of Developer's Duties
Under Declaration of Reciprocal Easements and Restrictions," of record in Trust
Deed Book 1453, Page 656, in the Register's Office of Madison County, Tennessee.

Together with easement rights pursuant to "Reciprocal Easement and Operating
Agreement," of record in Deed Book 637, Page 655, in the Register's Office of
Madison County, Tennessee.

Together with easement rights pursuant to "Pylon Sign Easement" of record in
Deed Book D655, Page 661, in the Register's Office of Madison County, Tennessee.

PARCEL 2:

Lot 1003, Section 10, Rushmeade Commercial Subdivision

A parcel of land located in the City of Jackson, Madison County, Tennessee,
being a portion of that property conveyed by Quitclaim Deed from MFH Associates
to Westside Venture as described in Deed Book 561, Page 817, and later developed
as Lot 1003, Section 10, Rushmeade Commercial Subdivision (Plat Book 9, Page
313), all as recorded in the Register's Office of Madison County, Tennessee, and
being more particularly described as follows:

Commence at a 1/2-inch iron rod set on the east right-of-way line of Vann Drive
(65-foot right-of-way), said point being the northwest corner of Lot 4,
Rushmeade Commercial Subdivision, Plat Book 7, Page 57, and the southwest corner
of Lot 1001, Section 10, Rushmeade Commercial Subdivision (Plat Book 9, Page
313); thence, northerly along the east right-of-way line of Vann Drive, a
distance of 195.43 feet along the arc of a curve to the left, said curve having
a radius of 607.50 feet and a chord of North 22 degrees 39 minutes 49 seconds
East, 194.59 feet, to a 1/2-inch iron rod set; thence, North 13 degrees 26
minutes 51 seconds East, 24.58 feet, along said right-of-way line, to a 1/2-inch
iron rod set at a southwest corner of Lot 1003 and the TRUE POINT OF BEGINNING;
thence, North 13 degrees 26 minutes 51 seconds East, 46.00 feet, along said
right-of-way line, to a 1/2-inch iron rod set at the southwest corner of Lot
1002; thence, South 76 degrees 33 minutes 09 seconds East, 240.14 feet, along
the south line of the Lot 1002, to a 1/2-inch iron rod set; thence, North 13
degrees 26 minutes 51 seconds East, 121.74 feet, along the east line of said Lot
1002, to a 1/2-inch iron rod set at the northerly-most corner of Lot 1003;
thence, along the west line of Lot 1004, South 43 degrees 10 minutes 55 seconds
East, 298.77 feet, to a 1/2-inch iron rod set; thence, South 46 degrees 49
minutes 05 seconds West, 40.89 feet, to a 1/2-inch iron rod set; thence, South
43 degrees 10 minutes 55 seconds East, 322.87 feet, to a 1/2-inch iron rod set
on the west right-of-way line of U.S. Highway 45 By-Pass (variable width
right-of-way); thence, South 41 degrees 39 minutes 15 seconds West, 7.41 feet,
along said right-of-way line, to a 1/2-inch iron rod set; thence, South 69
degrees 56 minutes 05 seconds West, 295.83 feet, along the north right-of-way
line of U.S. Interstate Highway No. 40 (300-foot right-of-way), to a 1/2-inch
iron rod set at the northeast corner of Lot 4, Rushmeade


                                       A-2
<Page>

                                    EXHIBIT B

                                PHASE II PROPERTY

A parcel of land located in the City of Jackson, Madison County, Tennessee,
being a portion of that property transferred unto Jackson Property Associates,
GP by deed of record in Deed Book 637, Page 647, in the Register's Office of
Madison County, Tennessee, and being more particularly described as follows:

TO FIND THE POINT OF BEGINNING, commence at a survey nail found in the west
right-of-way line of Vann Drive (65-foot right-of-way) at the southeast corner
of Lot 3, Rushmeade Commercial Subdivision, Phase 3 (Plat Book 7, Page 188), the
northeast corner of Lot 1301, Rushmeade Commercial Subdivision, Section 13 (Plat
Book 10, Page 76), said point being located in the centerline of 35-foot
Mutual-Use, Non-Exclusive Ingress and Egress Utility and Drainage Easement as
shown on Plat Book 7, Page 188-188A and Plat Book 10, Page 76; thence North 76
degrees 33 minutes 09 seconds West, 237.50 feet, leaving the west right of way
of Vann Drive, with the centerline of said easement, the south line of Lot 3 and
the north line of Lot 1301, to a survey nail found in the east line of Lot 1304,
Rushmeade Commercial Subdivision, Section 13 (Plat Book 10, Page 7), the Point
of Beginning of the property described herein; thence, south 13 degrees 26
minutes 51 seconds West, 106.83 feet, with the west line of Lot 1301, to a 1/2
inch iron rod found, the northeast corner of Lot 1303, Rushmeade Commercial
Subdivision, Section 13 (Plat Book 10, Page 7); thence, North 76 degrees 33
minutes 09 seconds West, 322.99 feet, with the north line of Lot 1303, to a
survey nail set, an exterior corner of Lot 1303; thence, South 13 degrees 26
minutes 51 seconds West, 36.63 feet, with a west line of Lot 1303, to a survey
nail set, an interior corner of Lot 1303; thence, North 76 degrees 33 minutes 09
seconds West, 450.14 feet, with a north line of Lot 1303, to a 1/2 inch iron rod
found in the east line of Lot 1305, Rushmeade Commercial Subdivision, Section 13
(Plat Book 10, Page 7), the northwest corner of Lot 1303; thence, North 20
degrees 30 minutes 17 seconds East, 4.48 feet, with the east line of Lot 1305,
to a 1/2 inch iron rod found an interior corner of Lot 1305; thence, South 76
degrees 29 minutes 45 seconds East, 61.82 feet, with a south line of Lot 1305,
to a 1/2 inch iron rod found, an exterior corner of Lot 1305; thence, North 58
degrees 30 minutes 15 seconds East, 28.28 feet, with an east line of Lot 1305,
to a 1/2 inch iron rod found, an exterior of Lot 1305; thence North 13 degrees
30 minutes 15 seconds East, 200.79 feet, with an east line of Lot 1305, to a 112
inch iron rod found, an exterior corner of Lot 1305; thence, North 02 degrees 54
minutes 12 seconds East, 72.59 feet, to a 1/2 inch iron rod found, the northeast
corner of Lot 1305, said point being the southeast corner of a common area as
shown in Plat Book 9, Page 314; thence, South 87 degrees 52 minutes 20 seconds
East, 84.73 feet, with the south line of said common area, to a 1/2 inch iron
rod found in the west line of Lot 901, Rushmeade Commercial Subdivision, Section
9 (Plat Book 10, Page 75); thence, South 13 degrees 26 minutes 32 seconds West,
59.21 feet, with the west line of Lot 901, to a 1/2 inch iron rod found, the
southwest corner of Lot 901; thence South 76 degrees 33 minutes 09 seconds East,
620.74 feet, with the south line of Lot 901, to a 1/2 inch iron rod found in the
east line of Lot 3, the southeast corner of Lot 901; thence, South 13 degrees 26
minutes 51 seconds West, 110.48 feet, with the west line of Lot 3, to the Point
of Beginning.

The above described property being Lot 1304, Section 13, Rushmeade Commercial
Subdivision as recorded in Plat Book 10, Page 76, in the Register's Office of
Madison County, Tennessee.

<Page>

TOGETHER WITH easements appurtenant thereto contained in the Reciprocal Easement
and Operation Agreement, dated February 28, 2003, and recorded on February 28,
2003 in Deed Book 637, Page 655, in the Register's Office of Madison County,
Tennessee, as amended in that certain First Amendment To Reciprocal Easement And
Operation Agreement dated March 4, 2004, recorded in Book D650, Page 464 in the
Register's Office of Madison County, Tennessee, and contained in the Columns
Declaration of Reciprocal Easements and Restrictions appearing of record in
Trust Deed Book 1133, Page 848, in the Register's Office of Madison County,
Tennessee.

AND TOGETHER WITH an appurtenant non-exclusive ingress/egress, utility and
drainage easement created by Plat filed in Plat Book 7, at pages 188 and 188A,
in the Register's Office of Madison County, Tennessee.

                                        2