<Page>

                                                                  Exhibit 10.388

                               THIRD AMENDMENT TO
                         CONTRACT FOR SALE AND PURCHASE

     THIS THIRD AMENDMENT TO CONTRACT FOR SALE AND PURCHASE (the "AMENDMENT")
dated as of the 23rd day of November, 2004, is entered into by and between GREEN
SPRINGS RETAIL COMPANY, L.L.C., a Delaware limited liability company ("SELLER")
and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation
("PURCHASER").

                                   WITNESSETH:

     WHEREAS, Seller and Purchaser entered into that certain Contract for Sale
and Purchase, as amended (collectively the "CONTRACT"), having an Effective Date
of October 19, 2004, for the purchase of certain real property and improvements
in Homewood, Alabama, as more particularly described in the Contract (the
"PROPERTY"); and

     WHEREAS, Seller and Purchaser desire to amend the Contract upon the terms
and conditions set forth herein; and

     NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, Seller and Purchaser hereby agree as
follows:

     1.   AMENDMENT. Section Two of the Contract, entitled "Purchase Price," is
hereby amended by adding the following language at the end of Section Two.

          C.   In the event that the gross leasable space within the
     Shopping Center is less than one hundred percent (100%) leased at
     the time of Closing with the tenants then satisfying the
     Occupancy Conditions described upon Exhibit A, attached hereto
     and made a part hereof (such space not then satisfying the
     Occupancy Conditions is herein referred to as the "Master Lease
     Space"), Seller agrees to place in escrow a portion of the
     Purchase Price in an amount equal to the Deferred Amount (as
     hereinafter defined). The "Deferred Amount" is an amount equal to
     the sum of (i) the "Vacant Non-Payor Amount" (as hereinafter
     defined) plus (ii) the "Leased Non-Payor Amount" (as hereinafter
     defined). The Vacant Non-Payor Amount is an amount equal to the
     product of (i) the base annual rent for the Master Lease Space
     designated as "Vacant Non-Payors" on Exhibit B and made a part
     hereof, plus CAM, taxes and insurance for such Master Lease
     Space, MULTIPLIED BY (ii) two (2) (years) (the "Master Lease
     Term"); plus an amount equal to $l0 per square foot of Master
     Lease Space as and for tenant improvement allowances. The "Leased
     Non-Payor Amount" is an amount equal to the base annual rent for
     the Master Lease Space designated as "Leased Non-Payor" on
     Exhibit B plus CAM, taxes and insurance for such Master Lease
     Space plus an amount equal to $176,000 for unpaid tenant
     improvement allowances for such space. The Deferred Amount shall
     be deposited into escrow in an interest bearing account to be
     held by the Title Company, and interest shall be for the account
     of

<Page>

     the Seller. The Deferred Amount so escrowed together with
     interest earned thereon is referred to as the "Escrow Funds."

          D.   Seller shall be responsible for leasing all Master
     Lease Space and shall be responsible for the payment of all costs
     associated with such leasing of space, including the payment of
     all leasing commissions applicable to the leasing of the Master
     Lease Space (Seller hereby agreeing to indemnify, defend and hold
     Buyer harmless (including all costs and expenses and reasonable
     attorney's fees) from and against any claim by any broker or
     consultant claiming a leasing commission in regard to the Master
     Lease Space).

          E.   Purchaser shall receive (and the escrow agent shall be
     authorized to pay to Purchaser without further direction from
     Seller but with an accounting to the Seller) monthly payments, in
     advance, for rent and reimbursable expenses, from the Leasing
     Deposit, in the sum of (i) 1/24 of the Vacant Non-Payor Amount
     and (ii) 1/12 of the Leased Non-Payor Amount (each prorated for
     any partial months) (the "Leasing Deposit Monthly Payment"). The
     Leasing Deposit Monthly Payment with respect to each applicable
     lease shall be made by escrow agent to Purchaser until such time
     as the respective tenants for the Master Lease Space have
     satisfied the Occupancy Conditions. In the event that the
     Purchaser receives any payment directly from the applicable
     tenant with respect to any Master Lease Space, the Seller shall,
     within two (2) business days of such receipt, notify the Title
     Company and the Purchaser in writing. Under no circumstances
     shall the Purchaser be entitled to payments from the Escrow Funds
     that are duplicative of payments received directly from the
     applicable tenants.

          F.   Seller shall give a written certification to Purchaser
     and to the Title Company upon Seller's leasing of any and each
     portion of the Master Lease Space (the "Leased Portion"). With
     respect to the Vacant Non-Payors, such written certification
     shall be accompanied by the Agreement of Lease of the Leased
     Portion executed by the applicable tenant together with proof of
     satisfaction of the Occupancy Conditions for such space.
     Purchaser acknowledges that upon the deposit of the Leased
     Non-Payor Amount the Seller shall have satisfied all Occupancy
     Conditions with respect to the Leased Non-Payors except for
     payment of the first month's rent. The Title Company shall pay to
     the Seller, from the Escrow Funds, the Disbursement Amount, as
     defined below, within five (5) business days following delivery
     of such Lease and certification. As used herein, the term
     Disbursement Amount means an amount (the "Disbursement Amount")
     equal to the total amount of rent and reimbursables escrowed with
     respect to the applicable tenant less the Leasing Deposit Monthly
     Payments properly made with respect to the applicable tenant.
     Tenant improvement allowances shall be disbursed from the Escrow
     Funds upon delivery of applicable lien waivers, and shall be paid
     to Purchaser for payment to the applicable tenant. This process
     shall be repeated until such time as the Shopping Center is 100%
     leased to tenants satisfying the Occupancy Conditions, and there
     are no remaining Escrow Funds. All interest earned on the Escrow
     Funds shall be paid to the Seller upon the final disbursement of
     Escrowed Funds. In the event

                                        2
<Page>

     there exists any Escrow Funds remaining in the Escrow upon the
     expiration of the Master Lease Term which are attributable to
     tenant improvement allowances, such amounts shall be paid to
     Seller if the Shopping Center is 100% leased. Otherwise, such
     remaining amounts will be paid to Purchaser.

          G.   In the event that less than eighty-five percent (85%)
     of the gross leasable area of the Shopping Center is leased to
     tenants satisfying the Occupancy Conditions at the time of
     Closing, Purchaser shall have the right and option to rescind the
     Contract and receive a full refund of the Earnest Money.

     2.   TERMS. All capitalized terms used in this Amendment without definition
shall have the respective meanings set forth in the Contract.

     3.   RATIFICATION. Except as hereinabove modified and amended, the Contract
shall remain in full force and effect, and is hereby ratified and confirmed by
the parties. The obligation to pay the amounts set forth above shall survive the
Closing.

     4.   COUNTERPART EXECUTION. This Amendment may be executed in counterparts
and via facsimile, each of which will be deemed an original document, but all of
which will constitute a single document.

                   (Signatures appear on the following page)

                                        3
<Page>

                                  SIGNATURE TO
                               THIRD AMENDMENT TO
                         CONTRACT FOR SALE AND PURCHASE

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

                                           SELLER:

                                           GREEN SPRINGS RETAIL COMPANY, L.L.C.


                                           By:
                                                 -------------------------------
                                           Name:
                                                 -------------------------------
                                           Its:
                                                 -------------------------------


STATE OF ALABAMA     )
                     )
JEFFERSON COUNTY     )

     I, the undersigned authority, a Notary Public in and for said County, in
said State, hereby certify that _______________________________, whose name
as _______________________________ of GREEN SPRINGS RETAIL COMPANY, L.L.C., a
Delaware limited liability company, is signed to the foregoing Amendment and who
is known to me, acknowledged before me on this day that, being informed of the
contents of said Amendment, he/she, in his/her capacity as such _______________
and with full authority, executed the same voluntarily for and as the act of
said limited liability company on the day the same bears date.

     Given under my hand and seal this the ____ day of November, 2004.


                                           -------------------------------------
                                           Notary Public
[NOTARIAL SEAL]                            My Commission Expires:
                                                                 ---------------

                                        4
<Page>

                                  SIGNATURE TO
                               THIRD AMENDMENT TO
                         CONTRACT FOR SALE AND PURCHASE

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

                                           PURCHASER:

                                           INLAND REAL ESTATE ACQUISITIONS, INC.


                                           By:   /s/ Jason A. Lazarus
                                                 -------------------------------
                                           Name: Jason A. Lazarus
                                                 -------------------------------
                                           Its:  V.P.
                                                 -------------------------------


STATE OF ____________ )
                      )
______________ COUNTY )

     I, the undersigned authority, a Notary Public in and for said County, in
said State, hereby certify that _______________________________, whose name
as _____________________________ of INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation, is signed to the foregoing Amendment and who is known to
me, acknowledged before me on this day that, being informed of the contents of
said Amendment, he/she, in his/her capacity as such _____________ and with full
authority, executed the same voluntarily for and as the act of said corporation
on the day the same hears date.

     Given under my hand and seal this the _______ day of November, 2004.


                                           -------------------------------------
                                           Notary Public
[NOTARIAL SEAL]                            My Commission Expires:
                                                                  --------------
                                        5
<Page>

                                  EXHIBIT "A"

                              OCCUPANCY CONDITIONS

"Occupancy Conditions:" for any Property vacant space gross leasable area shall
be collectively defined as having satisfied the following conditions: (i) a
signed lease with a tenant, and (ii) the tenant open for business to the public
with a fully-stocked store, and (iii) the tenant paying full rent and
reimbursements, and (iv) all tenant improvement allowances having either paid
for by Seller or credited to Purchaser, and (v) a certificate of occupancy or
its equivalent occupancy permit issued by the local governmental authorities,
for such tenant's respective demised premises, and (vi) the tenant executes and
delivers an acceptable estoppel certificate to Purchaser. All tenant improvement
allowances will be deemed "credited to Purchaser" upon deposit of the Escrow
Funds as provided in the foregoing Agreement.

                                       A-1
<Page>

                                   EXHIBIT "B"

                                VACANT NON-PAYORS

ETC
VACANT NON-PAYORS:

<Table>
<Caption>
                                              ESTIMATES PER 2005 BUDGET
                                   PROFORMA  ---------------------------                 RENT            TA
 SPACE        TENANT       SQ FT   RENT PSF  CAM PSF  INS PSF  TAXES PSF  TOTAL PSF     DOLLARS        DOLLARS
-------  ---------------   ------  --------  -------  -------  ---------  ---------  -------------  -------------
<S>      <C>                <C>    <C>       <C>      <C>      <C>        <C>        <C>            <C>
  161    Vacant             2,400  $  19.63  $  1.45  $  0.23  $    0.97  $   22.28  $   53,472.00  $   24,000.00
 OP 504  Vacant             1,200  $  25.00  $  1.45  $  0.23  $    0.97  $   27.65  $   33,180.00  $   12,000.00
  303    Crown Jewelry      1,500  $  19.00  $  1.45  $  0.23  $    0.97  $   21.65      34,640.00* $   16,000.00
                                                                                                    =============
                                                                                     $  121,292.00  $   52,000.00

LEASED NON-PAYORS:
  302    Deep South BBC     4,000  $  19.00  $  1.45  $  0.23  $    0.97  $   21.65  $   86,600.00  per B-1
  300    Sally Beauty       1,615  $  20.00  $  1.45  $  0.23  $    0.97  $   22.65  $   36,579.75  per B-1
 OP506   EB Games           1,200  $  25.00  $  1.45  $  0.23  $    0.97  $   27.65  $   33,180.00  per B-1
 OP502   Bama Wings         1,200  $  25.00  $  1.45  $  0.23  $    0.97  $   27.65  $   33,180.00  per B-1
 OP508   Qdoba              2,400  $  25.00  $  1.45  $  0.23  $    0.97  $   27.65  $   66,360.00  per B-1
                                                                                     =============
                                                                                     $  255,899.75  $  176,000.00**
                                                                                                    =============
</Table>

*   At Seller's request, Purchaser agrees to cooperate fully with the Seller in
    the eviction of Crown Jewelry or the termination of that lease, at Seller's
    discretion.
**  Includes TA on an open and operating tenant whose TA is not yet due and
    payable.

    Vacant Non-Payor Rent Escrow = $ 242,584.00
    Leased Non-Payor Rent Escrow =   255,899.75
    Vacant Non-Payor TA Escrow   =    52,000.00
    Leased Non-Payor TA Escrow   =   176,000.00
                                   ============
                                   $ 726,483.75

                                       B-1
<Page>

                                  EXHIBIT "B-1"

Edgemont Town Center

<Table>
<Caption>
Tenant                                             TA Status             Per Sq Ft   Sq Ft     Amount               Notes
------                                             ---------             ---------   -----     ------               -----
<S>       <C>                                      <C>                       <C>     <C>     <C>          <C>
120-100   PUBLIX ALABAMA LLC                       N/A
120-200   PET SUPPLIES PLUS                        Pd in full (less
                                                   billbacks)
120-300   SALLY BEAUTY                             N/A
120-301   MOBILITY CENTRAL, INC.                   N/A
120-302   DEEP SOUTH BARBECUE EDGEMONT             T. has not started
                                                   construction              13.75   4,000    55,000.00   (or actual costs if less)
120-303   ROBERT FOREMAN (CROWN JEWELRY)           Pd in full
120-400   LUU VO & DUNG VO (LV NAILS)              N/A
120-402   ZI MO ZOU, ZHUANG CHEN (CHAO HOUSE)      T. has not submitted
                                                   lien waivers               5.00   1,600     8,000.00   (or actual costs if
120-404   LMRB RESTAURANTS, INC. (FIREHOUSE SUBS)  Pd in full (less                                       less)
                                                   billbacks)
120-406   MAX COMMUNICATIONS, INC.                 N/A
120-408   HEADSTART FAMILY HAIR SALONS             Pd in full
120-410   VACANT                                                             15.00   2,400
120-412   MR. BURCH FORMALWEAR, INC.               Pd in full
120-502   BAMA WINGS, LLC (WINGSTOP)               T. has not applied                         35,000.00   (or actual costs if less)

120-504   VACANT                                                             15.00   1,200                (or actual costs if less)

120-506   ELECTRONICS BOUTIQUE (EB GAMES)          T. has not applied         5.00   1,200     6,000.00   (or actual costs if less)

120-508   ZT OF LOUISVILLE, LLC                    T. has not applied        30.00   2,400    72,000.00   (or actual costs if less)

                                                                                             ----------
          Total TA Outstanding                                                               176,000.00
                                                                                             ==========
</Table>

                                        2
<Page>

University Town Center

<Table>
<Caption>
Tenant
------
<S>           <C>                                       <C>
190-A1        COLD STONE CREAMERY LEASING CO            N/A
190-A2        PRIVATE GALLERY, INC.                     Pd in full
190-A4        HEADSTART FAMILY HAIR SALONS              Pd in full
190-A5        NAUGHTY DONKEY ENTERPRISES, LLC           Pd in full
190-ATM       SOUTHTRUST BANK (ATM)                     N/A
190-B1        ZT OF LOUISVILLE, LLC                     N/A
190-B2        HUD GUTHRIE                               N/A
190-B4        THUAN TRAN                                N/A
190-B5        KANE & COMPANY, INC. (The Buz)            Pd in full (less billbacks)
190-B6        M.G.A., INC. 9MOVIE GALLERY)              N/A
190-B7        M.G.A., INC. (SUN & SOUL)                 N/A
190-B8        KEVEN SMITH (University Wireless)         Pd in full (less billbacks)
190-B8A       LMRB RESTAURANTS, INC.                    Pd in full (less billbacks)
190-B9        GRAHAMMER, INC. (MAIL BOXES)              Pd in full (less billbacks)
190-KIOSK     VACANT
</Table>

                                       B-1
<Page>

Edgemont Town Center Shopping Center
Homewood, AL
Second Amendment to Agreement

                          SECOND AMENDMENT TO AGREEMENT

     This SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") is made and
entered into as of the 19th day of November 2004, by and between Green Springs
Retail Company, L.L.C., a Delaware limited liability company ("Seller") and
Inland Real Estate Acquisitions, Inc. ("Purchaser").

                                   WITNESSETH:

     WHEREAS, Seller and Purchaser entered into that certain Contract For Sale
And Purchase dated October 19, 2004 and amended by "Amendment to Agreement"
dated November 16, 2004 (the "Agreement"), for the sale and purchase of the
property commonly known as Edgemont Town Center Shopping Center located in
Homewood, Alabama, as legally described by the Agreement (the "Property").

     WHEREAS, Purchaser and Seller have mutually agreed to amend certain
provisions of the Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.   The "Inspection Period" as previously amended is hereby further
          amended by deleting the date:"...November 19..." and inserting:
          "...November 23..." therein.

     2.   The "CLOSING" as previously amended is hereby further amended by
          deleting the date: "...November 19..." found in Line 2 and inserting:
          "November 23..." therein.

     3.   This Second Amendment may be executed in one or more counterparts,
          each of which shall constitute an original and all of which taken
          together shall constitute one agreement. Each person executing this
          Second Amendment represents that such person has full authority and
          legal power to do so and bind the party on whose behalf he or she has
          executed this Second Amendment. Any counterpart to this Second
          Amendment may be executed by facsimile copy and shall be binding on
          the parties.

     Except as modified by the Amendment to Agreement and the Second Amendment
to Agreement, the Agreement shall remain unmodified and in full force and
effect.

                            (SIGNATURE PAGE FOLLOWS)

<Page>

Edgemont Town Center Shopping Center
Homewood, AL
Second Amendment to Agreement


                                          Seller:

                                          GREEN SPRINGS RETAIL COMPANY, L.L.C.

                                          By: /s/ [ILLEGIBLE]
                                              ------------------------------
                                          Name: [ILLEGIBLE]
                                                ----------------------------
                                          Title: Senior VP & CFO
                                                 ---------------------------

                                          Purchaser:

                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          an Illinois corporation

                                          By: /s/ Jason A. Lazarus
                                              ---------------------------------
                                          Name: Jason A. Lazarus
                                                -------------------------------
                                          Title: V.P.
                                                 ------------------------------

                                        2
<Page>

Edgemont Town Center Shopping Center
Homewood, AL
Amendment to Agreement

                             AMENDMENT TO AGREEMENT

     This AMENDMENT TO AGREEMENT (the "Amendment") is made and entered into as
of the 16th day of November 2004, by and between Green Springs Retail Company,
L.L.C., a Delaware limited liability company ("Seller") and Inland Real Estate
Acquisitions, Inc. ("Purchaser").

                                   WITNESSETH:

     WHEREAS, Seller and Purchaser entered into that certain Contract For Sale
And Purchase dated October 19, 2004 (the "Agreement"), for the sale and purchase
of the property commonly known as Edgemont Town Center Shopping Center located
in Homewood, Alabama, as legally described by the Agreement (the "Property").

     WHEREAS, Purchaser and Seller have mutually agreed to amend certain
provisions of the Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1. The "Inspection Period" as defined in paragraph 5(a) of the Agreement is
        hereby amended by deleting the date: "...November 17..." found in Line 3
        and inserting: "...November 19..." therein.

     2. The "CLOSING" as defined in paragraph 9(a) of the Agreement is hereby
        amended by deleting the date: "...November 17..." found in Line 2 and
        inserting: "November 19..." therein.

     3. This Amendment may be executed in one or more counterparts, each of
        which shall constitute an original and all of which taken together shall
        constitute one agreement. Each person executing this Amendment
        represents that such person has full authority and legal power to do so
        and bind the party on whose behalf he or she has executed this
        Amendment. Any counterpart to this Amendment may be executed by
        facsimile copy and shall be binding on the parties.

     Except as modified herein, the Agreement shall remain unmodified and in
full force and effect.

                            (SIGNATURE PAGE FOLLOWS)

<Page>

Edgemont Town Center Shopping Center
Homewood, AL
Amendment to Agreement


                                          Seller:

                                          GREEN SPRINGS RETAIL COMPANY, L.L.C.

                                          By: /s/ [ILLEGIBLE]
                                              ---------------------------
                                          Name: [ILLEGIBLE]
                                                -------------------------
                                          Title: Authorized Agent
                                                 ------------------------

                                          Purchaser:

                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          an Illinois corporation

                                          By: /s/ Jason A. Lazarus
                                              ---------------------------------
                                          Name: Jason A. Lazarus
                                                -------------------------------
                                          Title: V.P.
                                                 ------------------------------

                                        2
<Page>

                         CONTRACT FOR SALE AND PURCHASE

     THIS CONTRACT FOR SALE AND PURCHASE (the "Contract"), is made and entered
into as of the 19th day of October, 2004 (the "Effective Date"), by and between
GREEN SPRINGS RETAIL COMPANY, L.L.C., a Delaware limited liability company (the
"Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation
(the "Purchaser").

1.   SALE AND PURCHASE. The Seller shall sell, and the Purchaser shall
purchase, certain improved land and improvements located in Homewood, Alabama,
known as "Edgemont Town Center" (the "Shopping Center") (as hereinafter defined)
being more particularly described on "EXHIBIT A" attached hereto together with
(a) all of the right, title and interest of Seller in, to and under all Leases
(as hereinafter defined) of the Property (as hereinafter defined), (b) all
improvements located upon the Property, (c) all personal property, if any, owned
by Seller and used solely in connection with the Property, (d) all shrubs,
trees, plants and other landscaping located upon the Property, (e) all
easements, rights of way, and other rights appurtenant to the Property, and (f)
all assignable contractor and service provider warranties and guarantees for
materials and workmanship benefiting the Property, and (g) subject to Seller's
rights in connection with the development of the adjacent property to be known
as Edgemont Town Center, Phase II ("Phase II"), all of the right, title and
interest of Seller in and to the name Edgemont Town Center (hereinafter referred
to as the "Property"). The current site plan of the Shopping Center (the "Site
Plan") is attached hereto as "EXHIBIT A-1".

2.   PURCHASE PRICE.

     A.   The purchase price to be paid by the Purchaser to the Seller for
the Property shall be FIFTEEN MILLION SIX HUNDRED THIRTY-EIGHT THOUSAND NINE
HUNDRED NINETY AND 00/100 DOLLARS ($15,638,990.00), (the "Purchase Price"),
payable as follows:

          (1)  EARNEST MONEY. Upon the execution of this Contract by all
parties hereto, the Seller shall deliver to Chicago Title Insurance Company,
Attention: Nancy Castro, 171 North Clark Street, Chicago, Illinois 60601, whose
telephone number is (312) 223-2709, (the "Escrow Agent"), Purchaser's check
currently being held by Seller in the amount of One Hundred Twenty-Five Thousand
and 00/00 Dollars ($125,000.00), as earnest money (the "Earnest Money"). The
Escrow Agent shall deposit the Earnest Money in an account to be held with
interest subject to the terms hereof. The Earnest Money shall be paid to Seller
at Closing and credited against the Purchase Price.

          (2)  CASH TO SELLER AT CLOSING. The Purchaser shall pay the
balance of the Purchase Price (plus or minus prorations and credits as described
by this Contract) to the Escrow Agent at Closing by bank wire transfer or other
method of payment acceptable to the Seller.

     B.   The Seller and Purchaser acknowledge that the Purchase Price shall
be adjusted to reflect any increase in rental income between the date hereof and
Closing as a result of new

                                        1
<Page>

leases (in addition to those listed as of the date hereof on "EXHIBIT B"
attached hereto) of space at the Shopping Center.

3.   CONVEYANCE OF PROPERTY.

     STATUTORY WARRANTY DEED. Upon payment of the Purchase Price, title to the
Property will be transferred to the Purchaser by Statutory Warranty Deed (the
"Deed"), subject to the Permitted Exceptions (as hereinafter defined). The
Property is being sold AS-IS. Except as otherwise set forth herein, the Seller
makes no representations or warranties of any kind regarding the condition of
the Property. The Purchaser has the obligation to determine any and all
conditions of the Property material to the Purchaser's decision to purchase the
Property during the Inspection Period (as hereinafter defined).

4.   TITLE TO THE PROPERTY.

     A.   TITLE; ADJUSTMENTS. The Purchaser shall have the opportunity to
conduct and conclude its examination of title within the Inspection Period. If
the Purchaser discovers any title matters to which it objects, the Seller shall
be furnished with a written statement thereof (along with a copy of the title
commitment and copies of all documents and instruments referenced in such title
commitment), and the Seller shall be given a reasonable time in which to correct
such defects (but no later than the Closing Date). If, for any reason (other
than a default on the part of Seller in accordance with the terms of this
Contract), the Seller is unable to deliver title in accordance with this
Contract, the Seller's liability shall be limited to the return of the Earnest
Money to the Purchaser. Alternatively, the Purchaser shall have the option of
waiving such objection and proceeding to Closing. Subject to Purchaser's right
to terminate this Contract during the Inspection Period, title to the Property
shall be subject to the following "Permitted Exceptions:"

          (1)  Ad valorem property taxes to the extent that they are not due and
payable at the date of Closing;

          (2)  Special TAXES or assessments for any improvements not completed
as of the date of this Contract, and all installments not due at the date of
this Contract of any special tax or assessment for completed improvements
(provided that such amounts are paid or prorated at Closing);

          (3)  ZONING and building laws, ordinances, and regulations (as
approved by Purchaser during the Inspection Period);

          (4)  EXISTING easements for utilities, roads and highways (as approved
by Purchaser during the Inspection Period);

          (5)  SUCH state of facts as would be disclosed by a current, accurate
survey of the Property;

                                        2
<Page>

          (6)  The Agreements of Lease between the Seller and certain tenants
more particularly discussed on "EXHIBIT B" attached hereto (each a "Tenant
Lease," and collectively, the "Leases") (as approved by Purchaser during the
Inspection Period);

          (7)  Those existing exceptions to title described on "EXHIBIT C"
attached hereto (as approved by Purchaser during the Inspection Period); and

          (8)  Those construction, operating and reciprocal easement agreements
as may be necessary or desirable for the development of Phase II by the Seller
(in a form to be approved by Purchaser and Seller during the Inspection Period
(the "Phase II COREA")).

          (9)  Such additional matters as may be otherwise accepted by the
Purchaser.

     B.   TITLE INSURANCE AND SURVEY.

          (1)  TITLE COMMITMENT. The Purchaser shall be entitled to a commitment
for an ALTA owner's title insurance policy to be issued by Chicago Land Title
Insurance Company, through its agent, Land Title Company of Alabama, Inc. (the
"Title Company"), together with extended coverage over all standard or
preprinted exceptions (provided such exceptions are removed at Purchaser's
expense) other than liens for taxes not yet due and payable. Such commitment
shall be for the amount of the Purchase Price, and the cost for such title
commitment and any policy shall be paid by the Purchaser.

          (2)  TITLE EXCEPTIONS. The title commitment shall be dated on or after
the date of this Contract. It shall show title to the Property to be vested in
Seller, in fee simple, as of that date, subject only to the Permitted Exceptions
and title exceptions pertaining to liens or encumbrances of an ascertainable
amount which shall be removed by the payment of money at the time of Closing.
The policy or commitment shall be conclusive evidence of good title as therein
shown as to all matters insured or to be insured by the policy, subject only to
the exceptions as therein stated.

          (3)  SURVEY. If the Purchaser requires a survey of the Property (the
"Survey"), then the Purchaser must obtain such Survey, at its expense, during
the Inspection Period. Upon the full execution of this Contract, Seller agrees
to furnish Purchaser with copies of any surveys of the Property within its
possession or control.

5.   INSPECTION PERIOD.

     A.   INSPECTION. The Purchaser, or its authorized agents, shall have the
right to inspect the Property at any reasonable time for a period beginning on
the Effective Date and ending on November 17, 2004 (or earlier, at Purchaser's
sole discretion) (the "Inspection Period"). The Purchaser agrees to provide the
Seller with twenty-four (24) hours advance notification of its intention to
conduct any such inspection at the Property. The Purchaser shall have the
privilege of going upon the Property, at the Purchaser's sole cost and expense,
in order:

                                        3
<Page>

          (1)  to determine whether the results of reports from engineers,
geologists, hydrologists, or any other professionals selected by the Purchaser,
are reasonably acceptable to the Purchaser;

          (2)  to review matters related to title and Survey;

          (3)  to satisfy any and all other conditions precedent to the
Purchaser's obligations to purchase the Property; and

          (4)  to review all matters described upon Purchaser's due diligence
checklist, attached hereto as "EXHIBIT D," and made a part hereof, to the extent
such items are available and applicable to the Property.

     B.   INDEMNIFICATION. In consideration of the Purchaser's right to inspect
the Property as described herein (including inspections, examinations and
surveys), the Purchaser shall, and does hereby covenant, indemnify, defend and
hold the Seller, its members, officers, employees and agents harmless from any
actions, suits, liens, claims, damages, expenses, losses, and any liability
arising out of any such entry by the Purchaser or its appointed agents or
independent contractors or any act performed in exercising of such privileges by
the Purchaser (including, without limitation, any rights or claims of
materialmen or mechanics liens on the Property), which covenant, indemnity,
defense and hold harmless agreement shall survive the Inspection Period, the
termination of this Contract, and the Closing.

     C.   DOCUMENTS. Seller shall make available to the Purchaser for its
inspection and copying, all leases, rent rolls, surveys, title policies, and
engineering reports related to the Property.

     D.   CONDITIONS OF TERMINATION. If Purchaser, in its sole and absolute
discretion, is dissatisfied with the condition of the Leases, title or any
matter disclosed in the Survey, or with any other matter pertaining to the
Property which Purchaser discovers during its due diligence investigations, or
for no reason, Purchaser shall thereupon have the right, prior to the expiration
of the Inspection Period, to notify Escrow Agent and Seller of its election to
terminate this Contract and the Earnest Money shall immediately be returned to
Purchaser by Escrow Agent, and neither party shall have any obligation
hereunder, except for those provisions hereof which expressly provide for
survival of termination. In the event that the Purchaser does not exercise such
option to cancel prior to the expiration of the Inspection Period, the Earnest
Money shall become non-refundable (except in the event of a failure by Seller to
satisfy the conditions to Closing set forth in Section 8.B hereof or elsewhere
in the Agreement or a default by Seller hereunder).

6.   CONDITION OF THE PROPERTY; SELLER REPRESENTATIONS AND WARRANTIES.

     A.   "AS IS" SALE. The parties expressly agree that, except as otherwise
expressly set forth herein, the Property is sold on an "AS-IS" basis. The Seller
does not make any warranties or representations, either expressed or implied, as
to the state of the Property, the area, condition, quality, quantity, character,
size or description or suitability or fitness for any use, whether

                                        4
<Page>

existing or contemplated, matters of zoning or survey, or in any other respect,
and makes no agreement as to the condition of title except as expressly provided
herein. The Purchaser waives all rights conferred by statute or other law to
make any claim against the Seller before or after the Closing with respect to
any matter arising out of or in connection with any of the foregoing.

     B.   SELLER REPRESENTATIONS AND COVENANTS. As of the date hereof, (i)
Seller, to its actual knowledge, is not aware of and has received no building
code violation notices with respect to the Property (other than notices of
violations that are not material or which have been removed or corrected or are
the responsibility of the applicable tenant); (ii) Seller, to its actual
knowledge, is not aware of and has received no notices of any action or
governmental proceeding in eminent domain, or for a zoning change, which would
have a material adverse effect on the Property; (iii) Seller has the capacity
and requisite authority to enter into and carry out this Contract and the
transactions contemplated hereby; and (iv) to the best of Seller's knowledge,
there is no suit, action or arbitration, or legal or other proceeding or
governmental investigation, pending which materially and adversely affects the
Property. As used herein, "Seller's actual knowledge" or words of like effect,
when used to qualify a representation, warranty or other statement, shall mean
the actual knowledge of David L. Silverstein. The foregoing representations may
be revised and updated by Seller at any time prior to the expiration of the
Inspection Period.

7.   DAMAGES AND/OR CONDEMNATION PENDING CLOSING.

     A.   DAMAGE. If, at any time after the Effective Date and before the
Closing, all or any portion of the Property is damaged, destroyed or rendered
inoperative by fire, flood, natural elements or other causes (collectively, the
"DAMAGE"), then the following shall apply:

          (1)  If the Damage is not Material (hereinafter defined), Purchaser
shall proceed to close and purchase the Property as diminished by such Damage,
subject to the right of Purchaser set forth in SECTION 7.A.3 below.

          (2)  If the Damage is Material, then Purchaser, at its sole option,
may elect either (i) to terminate this Contract by written notice to Seller
given at or prior to the Closing, whereupon the Title Company and Seller shall
immediately return the Earnest Money and all accrued interest thereon to
Purchaser and, upon Purchaser's receipt thereof, neither party hereto shall have
any further rights against, or obligations to, the other under this Agreement;
or (ii) to agree to close subject to the right of Purchaser set forth in SECTION
7.A.3 below.

          (3)  If the Damage is covered by insurance, then the Purchaser shall
have the right to elect to close the purchase of the Property in its condition
(with respect to the Damage covered by insurance) as of the date of Closing and
to receive a credit against the Purchase Price in the amount of any deductible,
and take an assignment of the insurance proceeds, in which event Seller shall
assign such insurance proceeds to the Purchaser, remit to Purchaser any
insurance proceeds received by Seller and shall permit Purchaser to conduct any
remaining settlement or other negotiations with the insurer as to the amount of
proceeds payable on account of the Damage.

                                        5
<Page>

          (4)  For the purposes of this SECTION 7.A, Damage shall be deemed to
be "MATERIAL" (i) if the cost of repairing the Damage equals or exceeds Two
Hundred Thousand and No/100 Dollars ($200,000.00), (ii) if the Damage results in
the termination of any Tenant Lease in excess of five thousand (5,000) rentable
square feet or would entitle the tenant thereunder to terminate its Tenant Lease
(unless such right to terminate is waived in writing by such tenant), (iii) if
any Property parking is reduced beyond the parking required by law or pursuant
to the Leases, or (iv) if any point of Property ingress or egress is permanently
and materially adversely affected. The cost of repairing the Damage shall be
determined in the following manner: Within ten (10) days after the Damage
occurs, each party shall designate a construction firm to act on its behalf, and
the firms designated shall promptly consult with each other in an attempt to
mutually agree upon the cost of repairing the Damage. If the firms cannot agree
on the cost within the ten (10) -day period after they have both been
designated, they shall, within five (5) days after such ten (10) -day period,
designate a third construction firm, which shall be instructed to determine the
cost of repairing the Damage within ten (10) days after its designation. The
cost of repairing the Damage as determined by the third construction firm shall
be conclusive and binding upon the parties.

     B.   CONDEMNATION. If any governmental or other entity with condemnation
authority institutes an eminent domain proceeding against the Property before
the Closing, Purchaser may terminate this Contract by giving written notice to
the Seller if the Purchaser reasonably determines that the balance of the
Property remaining after the taking contemplated by the proceeding would not be
suitable for Purchaser's intended use. In the event of such termination, the
Earnest Money will be returned to the Purchaser. If the Purchaser does not
terminate, or is not entitled to terminate this Contract, the Seller shall
assign to the Purchaser, at Closing, all of the Seller's interest in the
proceeding and in any resulting award.

8.   CONDITIONS PRECEDENT.

     A.   OF SELLER. The obligation of Seller to consummate the transactions
contemplated by this Contract is expressly subject to the satisfaction, on or
prior to Closing, of all of the following conditions compliance with which or
the occurrence of which may be waived in whole or in part by Seller in writing:

          (1)  The Purchaser shall have executed and delivered in recordable
form to the Seller the Phase II COREA providing for such easements for access,
construction, maintenance, parking, drainage and utilities as shall be
reasonably required by the Seller for the construction and development and for
the operation of Phase II;

          (2)  Purchaser shall have entered into a License Agreement with the
Seller for the Seller to use the name "Edgemont Town Center" (in a form to be
approved by the parties during the Inspection Period); and

          (3)  The Purchaser shall have paid to the Seller through the Escrow
Agent in cash or other immediately available funds that portion of the Purchase
Price required to be paid at Closing.

                                        6
<Page>

     B.   OF PURCHASER. The obligation of Purchaser to consummate the
transactions contemplated by this Contract is expressly subject to the
satisfaction, on or prior to Closing, of all of the following conditions,
compliance with which or the occurrence of which may be waived in whole or in
part by Purchaser in writing:

          (1)  The Title Company's issuing or committing to issue the title
policy insuring that fee simple title to the Property is vested in Purchaser;

          (2)  The completeness, truth and accuracy in all material respects, of
(i) the rent roll delivered by Seller to Purchaser, and any certifications,
schedules, covenants and statements prepared and executed by Seller as part of
the due diligence deliveries, (ii) the Leases delivered by Seller to Purchaser,
(iii) the representations and covenants of Seller, as of Closing and as the same
may be updated from time to time by written notice to the Purchaser prior to the
expiration of the Inspection Period;

          (3)  At the Closing, Seller shall deliver to Purchaser a certificate
that shall confirm the truth and accuracy in all material respects, as of
Closing, of Seller's representations contained in this Contract;

          (4)  The satisfaction of any other condition described by this
Contract including the performance in all material respects by Seller of all its
obligations hereunder that are conditions to Closing;

          (5)  There shall not be a material default by either Seller, as
landlord, or any tenant under a Lease, in the performance of the respective
obligations thereunder that would have a material adverse effect on the Shopping
Center; and

          (6)  On or prior to ten (10) days before the date of Closing under
this Contract, Purchaser shall have received: (a) from Publix (the "Anchors")
and (b) from tenants leasing ninety percent (90%) of the gross leaseable area of
the Shopping Center including the gross leaseable area of the space leased to
the Anchor, an estoppel certificate, substantially in the form of "EXHIBIT E,"
attached hereto and by this reference made a part hereof, with non-material
changes thereto, or in another form reasonably acceptable to Purchaser; (c) an
estoppel certificate, substantially in the form of "EXHIBIT E" from the Seller
with respect to the tenants that failed to deliver estoppels in accordance with
(b) above; and (d) a OEA estoppel certificate substantially in the form of
"EXHIBIT F," attached hereto and made a part hereof, from each party to any
reciprocal easement (REA) or like-agreement affecting the Property, if any
(notwithstanding the foregoing, the Anchor may deliver its typical form of
estoppel).

9.   CLOSING AND POSSESSION.

     A.   CLOSING. The transaction contemplated by this Contract shall be closed
(the "Closing") on or before November 17, 2004. The Closing shall be held at the
office of the Title Company through a so-called New York style closing.

                                        7
<Page>

     B.   DELIVERIES.

          (1)    BY SELLER. At the Closing, the Seller shall deliver or cause to
be delivered to the Purchaser the following documents and instruments:

          (i)    A Statutory Warranty Deed acceptable to the Purchaser and the
          Title Company transferring and conveying unto Purchaser the Property,
          which deed shall be duly executed by Seller and acknowledged;

          (ii)   A lien waiver affidavit executed by or on behalf of Seller and
          dated as of the Closing Date, acknowledging that no bills for labor
          and/or materials furnished to the Property are due and owing to any
          parties;

          (iii)  Assignments of Rents and Leases for each Tenant Lease;

          (iv)   An Assignment of Warranties for all assignable equipment and
          construction warranties;

          (v)    The License Agreement between Purchaser and Seller as required
          by SECTION 8.A hereof;

          (vi)   The Phase II COREA as required by SECTION 8.A hereof; and

          (vii)  Such other documents as may be reasonably required by the
          Title Company.

          (2)    BY PURCHASER. At the Closing, the Purchaser shall deliver to
     the Seller the following:

          (i)    Cash or wired funds for the net amount due Seller on Closing;

          (ii)   The License Agreement as required between Purchaser and Seller
          by SECTION 8.A hereof; and

          (iii)  The Phase II COREA as required by SECTION 8.A hereof.

     C.   COSTS. The costs for the transaction shall be borne and paid by the
parties as follows:

          (1)    The Seller shall pay for the deed preparation, recordation
costs for mortgage cancellations or releases, and the Seller's attorney's fees;
and

          (2)    Purchaser shall pay for all recording fees and intangible taxes
related to this transaction, its inspection costs, and the costs of all charges
related to the survey, the title commitment and issuance of the title policy;
provided, however, that the Seller shall reimburse the Purchaser an amount up to
Thirty Thousand and No/100 Dollars ($30,000.00) of such costs at Closing.

                                        8
<Page>

     D.   POSSESSION AT CLOSING. Possession of the Property shall be delivered
to the Purchaser at Closing.

10.  PRORATIONS. Ad valorem real estate taxes, rents, reimbursements, security
deposits under Leases, and all other similar items customarily prorated and
adjusted in connection with the closing of real estate transactions unless
otherwise stated, shall be prorated and apportioned between the parties as of
midnight of the day before the Closing.

11.  ASSIGNMENT. Neither this Contract nor any interest of the Purchaser
hereunder may be assigned in whole or in part without the Seller's prior written
consent. Notwithstanding the foregoing, the Purchaser may, without the Seller's
prior written consent, transfer and assign the Purchaser's rights hereunder to
an affiliated corporation, general partnership, limited partnership, joint
venture, or other legal entity; provided that the Purchaser shall remain
primarily liable for its obligations hereunder through the Closing.

12.  BROKERS; SALES COMMISSION; TENANT ALLOWANCES. Each of the parties
represents to the other that it has not incurred and will not incur any
liability for brokerage fees or agent commissions in connection with this
Contract and Seller and Purchaser each agree to indemnify and hold the other
harmless from and against any and all claims or demands with respect to any
brokerage fees or agents' commissions or other compensation asserted by any
person, firm, or corporation in connection with this Contract or the
transactions contemplated hereby, insofar as any such claim is based upon any
conversation or contract with Seller or Purchaser, respectively. Seller agrees
that all amounts due for Lease Broker's fees and tenant improvement allowances
owed pursuant to leases in effect on the Closing Date shall be the
responsibility of Seller and Seller hereby indemnifies and agrees to hold
Purchaser harmless from all such amounts.

13.  TIME. Time is of the essence.

14.  NOTICES. All notices to be given by either party to the other pursuant to
the terms and provisions of this Contract shall be in writing and delivered to
the party receiving notice, by hand delivery, by national overnight courier, or
by facsimile transmission, at the following address for each party, to-wit:

TO SELLER:                                 TO PURCHASER:

Greensprings Retail Company, L.L.C.        Inland Real Estate Acquisitions, Inc.
c/o Bayer Properties Incorporated          1955 Lake Park Drive
2222 Arlington Avenue                      Suite 300
Birmingham, Alabama 35205                  Smyrna, GA 30080
Attention: General Counsel                 Attention: Mr. Jason Lazarus
Facsimile: (205) 795-4161                  Facsimile: (678) 996-2140

                                        9
<Page>

with a copy to:                            with a copy to:
Denise W. Killebrew, Esq.                  Robert Baum, General Counsel
Baker, Donelson, Bearman, Caldwell         The Inland Real Estate Group, Inc.
& Berkowitz, P.C.                          2901 Butterfield Road
420 North 20th Street                      Oak Brook, Illinois 60523
Suite 1600                                 Facsimile: (630) 218-4900
Birmingham, Alabama  35203                 or (630) 571-2360
Facsimile: (205) 322-8007

15.  DEFERRED EXCHANGE. The Purchaser agrees to reasonably cooperate fully with
the Seller in any efforts to effect a like kind exchange for federal income tax
purposes in connection with the transaction contemplated in this Contract,
provided, however, that (i) the Purchaser shall not be required to take title to
any property other than the Property, (ii) the Purchaser shall not incur or be
responsible for any expenses related to the like kind exchange including,
without limitation, any expense of an audit of the transaction and the
production of documents in connection therewith, and (iii) the Seller shall be
permitted to assign its rights and interest under this Contract without consent
of, but with prior notice to the Purchaser, to a "qualified intermediary," as
such term is defined in the Treasury Regulations under Section 1031 of the
Internal Revenue Code of 1986, as amended, for the purpose of effecting a like
kind exchange, provided that Seller shall not be relieved of any obligation
created by this Contract after such assignment, and (iv) there shall be no delay
in Closing.

16.  GOVERNING LAW. This Contract shall be governed by, and construed in
accordance with, the laws of the State of Alabama.

17.  HEADINGS & CONSTRUCTION. Headings in this Contract are for convenience only
and shall not be used to interpret or construe its provisions. This Contract has
been drafted by counsel for the Seller as a convenience to the parties only and
shall not, by reason of such action, be construed against the Seller or any
other party. Purchaser acknowledges and agrees that it has had full opportunity
to review this Contract and has had access to counsel of its choice to the
extent Purchaser deemed necessary in order to interpret the legal effect hereof.

18.  DEFAULT: LIMITATION ON REMEDIES.

     A.  PURCHASER'S REMEDIES ON SELLER'S DEFAULT. In the event that the sale
and purchase of the Property is not consummated because the Seller is unable to
convey the Property in accordance with the terms hereof then at the Purchaser's
option, the Seller shall cause all Earnest Money paid by the Purchaser at the
time of the execution of this Contract to be immediately refunded to Purchaser,
and this Contract shall be terminated. In the event of a willful default on the
part of Seller in the performance of its obligations under this Contract,
Purchaser shall have the option of either terminating the Contract and receiving
an immediate return of the Earnest Money, together with payment by Seller of
Purchaser's actual costs incurred during its due diligence investigations, or
bringing an action for specific performance (including reasonable attorneys'
fees and actual out-of-pocket costs of suit).

                                       10
<Page>

     B.  SELLER'S REMEDIES ON PURCHASER'S DEFAULT. In the event that the sale
and purchase of the Property is not consummated because of the Purchaser's
default, then the Seller shall be entitled, at its option, to specific
performance or to receive all Earnest Money paid by the Purchaser pursuant to
this Contract as full liquidated damages for such default of the Purchaser. The
parties acknowledge that it is impossible to estimate more precisely the damages
to be suffered by the Seller upon the Purchaser's default, and that the
retention of the Earnest Money is intended not as penalty, but as fully
liquidated damages. In the event the purchase and sale contemplated in this
Contract is not consummated due to the Purchaser's default, the Purchaser hereby
waives and releases any right to seek recovery (and hereby covenants that it
shall not) seek recovery of the Earnest Money or any part thereof.

19.  ENTIRE AGREEMENT; BINDING EFFECT. This Contract constitutes the sole and
entire agreement between the parties hereto, and no modification of this
Contract shall be binding upon any party unless in writing and signed by each of
the parties. No representations, promises or inducements shall be binding upon
any party except as herein specifically set forth.

20.  AUDIT LETTER. The Seller agrees to deliver to the Purchaser a letter in the
form of "EXHIBIT G" attached hereto on the earlier of (i) two (2) business days
following Purchaser's written request or (ii) the Closing (if requested by
Purchaser at Closing).

21.  MULTIPLE COUNTERPARTS. This Contract may be executed in one of more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


                       [SIGNATURES ON THE FOLLOWING PAGE]

                                       11
<Page>

     IN WITNESS WHEREOF the parties have executed this Contract as of the day
and year first written above.

                                     SELLER:

                                     GREEN SPRINGS RETAIL COMPANY, L.L.C.


                                     By:  /s/ [ILLEGIBLE]
                                          --------------------------------------
                                     Its: Authorized Agent
                                          --------------------------------------


                                     PURCHASER:

                                     INLAND REAL ESTATE ACQUISITIONS, INC.

                                     By:  /s/ Jason A. Lazarus, Authorized Agent
                                          --------------------------------------
                                     Its: V.P.
                                          --------------------------------------

                                       12
<Page>

                                   "EXHIBIT A"
                                LEGAL DESCRIPTION

Proposed Lot 1 of Edgemont Town Center, being a resurvey of Lot 1, Resurvey of
Shades Valley Gardens Apartments, as recorded in Map Book 198, Page 95.

<Page>

                                  "EXHIBIT A-1"

                                    SITE PLAN

[GRAPHIC]

<Page>

                                   "EXHIBIT B"

                                     LEASES

                                                 Print Date: 10/6/2004 2:10:55PM

                                RENT ROLL REPORT
                         FOR GREENSPRINGS RETAIL COMPANY

<Table>
<Caption>
   UNIT                                                                    RENT PER     LEASE
REFERENCE                    OCCUPANT                MONTHLY     SQUARE     SQUARE     STARTING    LEASE EXP     DEPOSITS
  NUMBER                       NAME                   RENT        FEET       FEET        DATE         DATE         HELD
--------------------------------------------------------------------------------------------------------------------------
 <S>        <C>                                     <C>           <C>       <C>        <C>          <C>           <C>
 120-100    PUBLIX ALABAMA, LLC 90165               44,840.00     44840     12.00/yr   11/12/2003   12/1/2013         0.00
                                                                            1.00/mth

 120-200    PET SUPPLIES PLUS                        9,500.00      6000     19.00/yr   12/12/2003   12/31/2008        0.00
                                                                            1.58/mth

 120-300    SALLY BEAUTY COMPANY, INC.               2,691.67      1615     20.00/yr                                  0.00
                                                                            1.67/mth

 120-301    MOBILITY CENTRAL, INC.                   2,533.33      1600     19.00/yr   2/03/2004    2/28/2009     6,029.32
                                                                            1.58/mth

 120-302    DEEP SOUTH BARBECUE EDGEMONT             6,333.33      4000     19.00/yr   1/21/2005    1/31/2015     6,333.33
                                                                            1.58/mth

 120-303    ROBERT FOREMAN (Crown Jewelry)           2,533.33      1600     19.00/yr   11/24/2003   11/30/2008    9,044.00
                                                                            1.58/mth

 120-400    LUU VO AND DUNG VO -L.V. Nails           2,153.33      1360     19.00/yr   11/12/2003   11/30/2013    2,153.31
                                                                            1.58/mth

 120-402    ZI MO ZOU, ZHUANG CHEN, CHAO H           2,533.33      1600     19.00/yr   2/18/2004    2/28/2014     3,061.33
                                                                            1.58/mth

 120-404    LMRB RESTAURANTS, INC.                   2,533.33      1600     19.00/yr   13/09/2003   12/31/2008    2,533.33
                                                                            1.58/mth

 120-406    MAX COMMUNICATIONS, INC.                 2,153.33      1360     19.00/yr   11/20/2003   11/30/2006        0.00
                                                                            1.58/mth

 120-408    HEADSTART FAMILY HAIR SALONS             1,995.00      1680     14.25/yr   2/01/2004    1/31/2009         0.00
                                                                            1.19/mth

 120-410    VACANT                                   3,800.00      2400     19.00/yr                                  0.00
                                                                            1.58/mth

 120-412    MR. BURCH FORMALWEAR, INC.               3,166.67      2000     19.00/yr   11/25/2003   11/30/2008        0.00
                                                                            1.58/mth

 120-502    BAMA WINGS #3, LLC                       2,500.00      1200     25.00/yr   11/23/2004   11/30/2009    2,896.00
            (Wingshop)                                                      2.08/mth

 120-504    VACANT                                       0.00      1200      0.00/yr                                  0.00
                                                                            0.00/mth

 120-506    ELECTRONICS BOUTIQUE-EB Games            2,500.00      1200     25.00/yr   11/30/2004   1/31/2010        0.00
                                                                            2.08/mth

 120-508    ZT OF LOUISVILLE, LLC                    5,000.00      2400     25.00/yr   12/21/2004   12/31/2014        0.00
                                                                            2.08/mth

 120-999    MISCELLANEOUS                                0.00         0      0.00/yr                                  0.00
                                                                            0.00/mth
</Table>

<Page>

                                   "EXHIBIT C"

                                TITLE EXCEPTIONS

1.   Taxes and assessments for the year 2005 and subsequent years, which are not
     yet due and payable.

2.   Building lines and easements, as shown by map recorded in Map Book 198,
     Page 95 and as shown on the survey of Jon P. Strength, Alabama Registered
     Land Surveyor No. 21181, dated February 22, 2002, last revised September
     19, 2002.

3.   Easement and right of way to the City of Homewood, as set forth and
     described in Real 568, page 700, in the Probate Office of Jefferson County,
     Alabama. (storm water drainage)

4.   Dedicated right of way for Carr Avenue as shown by Map Book 59, page 58, in
     the Probate Office of Jefferson County, Alabama and as shown on the survey
     of Jon P. Strength, Alabama Registered Land Surveyor No. 21181, dated
     February 22, 2002, last revised September 19, 2002.

5.   100 foot Alabama Power Company right of way crossing over a portion of the
     Southerly side of said lot, as shown by Map Book 59, page 58, in the
     Probate Office of Jefferson County, Alabama and as shown on the survey of
     Jon P. Strength, Alabama Registered Land Surveyor No. 21181, dated February
     22, 2002, last revised September 19, 2002. (power line)

6.   Mineral and mining rights and rights incident thereto recorded in Volume
     3674, page 30, in the Probate Office of Jefferson County, Alabama.

7.   Reservation of right of ingress and egress over the East half of Lot 3
     (located on Carr Avenue), as reserved in Deed recorded in Instrument
     9604/6325, in the Probate Office of Jefferson County, Alabama and as shown
     on the survey of Jon P. Strength, Alabama Registered Land Surveyor No.
     21181, dated February 22, 2002, last revised September 19, 2002.

8.   Terms and conditions of that certain lease executed by and between Green
     Springs Retail Company. L.L.C. and Publix Alabama, LLC as set out in the
     Memorandum of Lease recorded in Instrument 200213-3282, in the Probate
     Office of Jefferson County, Alabama.

9.   Encroachment of wall, gravel drive and landscaping area as shown on the
     survey of Jon P. Strength, Registered Land Surveyor No. 21181, of
     Gonzalez-Strength & Associates, Inc., dated February 22, 2002, last revised
     September 19, 2002.

10.  Restrictions as to development and construction as set for in the Statutory
     Warranty Deed from the City of Homewood to Green Springs Retail Company,
     L.L.C., as recorded in Instrument 200212/2204, in said Probate Office.

<Page>

11.  Easement for Private Roadway, as shown on plat recorded in Map Book 100,
     Page 103 and as shown on the survey of Jon P. Strength, Registered Land
     Surveyor No. 21181, of Gonzalez-Strength & Associates, Inc., dated February
     22, 2002, last revised September 19, 2002.

12.  Declaration of Restrictions, Covenants and Conditions and Grant of
     Easements dated April 18, 2003, and recorded in Instrument No. 200306/0810,
     in the Probate Office of Jefferson County, Alabama.

13.  Rights of Tenants under leases.

<Page>

                                   "EXHIBIT D"

                           INLAND PROPERTY MANAGEMENT
                             DUE DILIGENCE CHECKLIST

          A.   THE FOLLOWING INFORMATION IS TO BE PROVIDED FOR MANAGEMENT
REVIEW.

<Table>
<Caption>
     I.                                                                                            Comments
--------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
     II.    A.   FINANCIAL INFORMATION

     1.   Copy of leases and any guarantees                                                    _______________

     2.   Current Rent Roll                                                                    _______________

     3.   Standard Lease Form                                                                  _______________

     4.   Latest leasing status report                                                         _______________

     5.   Summary of recent lease transactions including rate and tenant
             improvement allowances                                                            _______________

     6.   List of current tenants on percentage rent only or percentage rent in
             lieu basis                                                                        _______________

     7.   List of specialty license Contracts                                                  _______________

     8.   Prior five full years operating statements                                           _______________

     9.   Prior year's general ledger statement                                                _______________

     10.  Last three years' bills for:
               a.   Real estate taxes                                                          _______________
               b.   Insurance
                    1)   Liability                                                             _______________
                    2)   Property                                                              _______________
               c.   Reconciliations for CAM/taxes/insurance                                    _______________
               d.   Statement of current monthly amounts paid by tenants for
                    CAM/tax/insurance plus a year-to-date balance of amounts
                    paid by each tenant                                                        _______________

     11.  Information related to any recent CAM or TAX Audits, including copies
             of reports                                                                        _______________

     12.  Leakage report of reimbursable expenses by tenant.                                   _______________

     13.  Base rent collected in previous five calendar year period by tenant                  _______________

     14.  Physical occupancy for the last five calendar years prior to purchase                _______________

     15.  Receivables status/aging report                                                      _______________

     16.  Tenant sales reports for last three years                                            _______________

     17.  Tenant financial statements                                                          _______________
</Table>

                                        1
<Page>

<Table>
<Caption>
     I.                                                                                            Comments
--------------------------------------------------------------------------------------------------------------
     <S>                                                                                       <C>
     18.  Lease expirations - next three years                                                 _______________

            a.   Status of expirations, with kickouts, with respect to
                 renewal possibilities                                                         _______________

     19.  Description and breakdown of Promotional Income and Marketing Fund                   _______________

     20.  Leasing Plan                                                                         _______________

<Caption>
            I.                                                                                 Comments
--------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
B.   EXPENSE INFORMATION

     1.     Twelve months of consecutive utility bills
            a.   Water                                                                         _______________
            b.   Gas                                                                           _______________
            c.   Electric                                                                      _______________
            d.   Telephone and dedicated lines                                                 _______________

     2.     Copies of all service Contracts, contracts or any leases that encumber
            the property
            a.   Fire/burglar alarm                                                            _______________
            b.   Antenna cable/satellite dish                                                  _______________
            c.   Cleaning                                                                      _______________
            d.   Exterminating                                                                 _______________
            e.   Landscaping                                                                   _______________
            f.   Scavenger                                                                     _______________
            g.   Security service                                                              _______________
            h.   Snow removal                                                                  _______________
            i.   Towing                                                                        _______________
            j.   Union contracts                                                               _______________
            k.   Elevator                                                                      _______________
            1.   Uniform rental                                                                _______________
            m.   Water softeners                                                               _______________
            n.   Leasing                                                                       _______________
            o.   Management                                                                    _______________
            p.   Advertising                                                                   _______________
            q.   Tax reduction legal fees                                                      _______________
            r.   Any other service contracts or leases not cancelable in 90 days               _______________

     3.     Capital improvements
            a.   Capital improvements over the last 36 months                                  _______________
            b.   Five-year capital expenditure forecast                                        _______________
            c.   Assignable warranties                                                         _______________

C.   ENVIRONMENTAL REPORTS

     1.     Phase I                                                                            _______________
</Table>

                                        2
<Page>

<Table>
<Caption>
          I.                                                                                   Comments
--------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
     2.   Other                                                                                _______________

D.   STAFFING

     1.   Itemized by position and salary                                                      _______________

E.   SITE INSPECTIONS

     1.   Inspection report                                                                    _______________

     2.   Photo attached                                                                       _______________

<Caption>
          I.                                                                                   Comments
--------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
F.   MISCELLANEOUS

     1.   Code violations
          a.   Current and outstanding                                                         _______________
          b.   Last 24 months, with compliance                                                 _______________
          c.   Contact municipalities as to other problems                                     _______________

     2.   Easement/encumbrances: restrictive easement Contracts/operating
          easement Contracts                                                                   _______________

     3.   Warranties                                                                           _______________

     4.   Current tenant contact list                                                          _______________

     5.   Certificates of insurance from tenants                                               _______________

     6.   Current insurance policies (building and common area)
          a.   Property                                                                        _______________
          b.   Liability                                                                       _______________
          c.   Umbrella                                                                        _______________

     7.   Copy of Management Contract                                                          _______________

     8.   Recent third party appraisal                                                         _______________

     9.   Marketing/leasing brochures                                                          _______________

     10.  Survey                                                                               _______________

     11.  Site plan                                                                            _______________

     12.  Building photographs and aerials                                                     _______________

     13.  Certificates of Occupancy                                                            _______________

     14.  Zoning Letter                                                                        _______________
</Table>

                                        3
<Page>

                                   "EXHIBIT E"


                           TENANT ESTOPPEL CERTIFICATE

____________________________
____________________________
____________________________
("Lender")

Inland (entity),
and its lenders, successors and assigns ("Purchaser")
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Robert Brinkman

Re:  Lease Contract dated ________________________________ and amended
     _______________________ ("Lease"), between
     ___________________________________________as "Landlord", and
     _______________________________________________, as "Tenant", guaranteed by
     _________________________________________________("Guarantor") for leased
     premises known as _________________________________________(the
     "Premises") of the property commonly known as
     ___________________________________ (the "Property").

1.   Tenant hereby certifies that the following represents with respect to the
     Lease are accurate and complete as of the date hereof.

     (a). Dates of all amendments, letter Contracts, modifications and waivers
     related to the Lease

     (b)  Commencement Date

     (c)  Expiration Date

     (d)  Current Annual Base Rent

<Table>
<Caption>
          Adjustment Date        Rental Amount
          ---------------        -------------
          <S>                    <C>

</Table>

     (e)  Fixed or CPI Rent Increases

     (f)  Square Footage of Premises

     (g)  Security Deposit Paid to Landlord

     (h)  Renewal Options
          ____________ Additional Terms for years at $______________ per year

                                        1
<Page>

     (i)  Termination Options

<Table>
<Caption>
          Termination Date        Fees Payable
          ----------------        ------------
          <S>                    <C>

</Table>

2.   Tenant further certifies to Lender and Purchaser that:

     (a)  the Lease is presently in full force and effect and represents the
     entire Contract between Tenant and Landlord with respect to the Premises;

     (b)  the Lease has not been assigned and the Premises have not been sublet
     by Tenant;

     (c)  Tenant has accepted and is occupying the Premises, all construction
     required by the Lease has been completed and any payments, credits or
     abatements required to be given by Landlord to Tenant have been given;

     (d)  Tenant is open for business or is operating its business at the
     Premises;

     (e)  no installment of rent or other charges under the Lease other than
     current monthly rent has been paid more than 30 days in advance and Tenant
     is not in arrears on any rental payment or other charges;

     (f)  Landlord has no obligation to segregate the security deposit or to pay
     interest thereon;

     (g)  Landlord is not in default under the Lease and no event has occurred
     which, with the giving of notice or passage of time, or both, could result
     in a default by Landlord;

     (h)  Tenant has no existing defenses, offsets, liens, claims or credits
     against the payment obligations under the Lease;

     (i)  Tenant has not been granted any options or rights to terminate the
     Lease earlier than the Expiration Date (except as stated in paragraph 1
     (i));

     (j)  Tenant has not been granted any options or rights of first refusal to
     purchase the Premises or the Property;

     (k)  Tenant has not received notice of violation of any federal, state,
     county or municipal laws, regulations, ordinances, orders or directives
     relating to the use or condition of the Premises or the Property;

     (l)  no hazardous wastes or toxic substances, as defined by all applicable
     federal, state or local statutes, rules or regulations have been disposed,
     stored or treated on or about the Premises or the Property by Tenant;

     (m)  the Lease does not give the Tenant any operating exclusives for the
     Property; and

     (n)  Rent has been paid through _______________, 2004.

                                        2
<Page>

3.   This certification is made with the knowledge that Purchaser is about to
     acquire title to the Property and Lender is about to provide Purchaser with
     financing which shall be secured by a Deed of Trust (or Mortgage), Security
     Contract and Assignment of Rents, Leases and Contracts ("Mortgage") upon
     the Property. Tenant acknowledges that Purchaser's interest in the Lease
     (as landlord) is being duly assigned to Lender as security for Lender's
     loan to Landlord. All rent payments under the Lease shall continue to be
     paid to landlord in accordance with the terms of the Lease until Tenant is
     notified otherwise in writing by Lender or its successors and assigns. In
     the event that Lender succeeds to landlord's interest under the Lease,
     Tenant agrees to attorn to Lender at Lender's request and Lender agrees
     that unless Tenant is in default under the Lease, the Lease will remain in
     full force and effect. Tenant further acknowledges and agrees that
     Purchaser, Lender and their respective successors and assigns shall have
     the right to rely on the information contained in this Certificate. The
     undersigned is authorized to execute this Tenant Estoppel Certificate on
     behalf of Tenant.

                                         [TENANT]
                                         By:
                                         Its:
                                              ----------------------------------
                                         Date:____________________, 20__

                                        3
<Page>

                                   "EXHIBIT F"

                             OEA ESTOPPEL STATEMENT

     The undersigned _____________________________________, a(n)
________________________ ("__________________"), is a party to the Operation
and Easement Agreement (OEA) recorded on _____________, _____ in the Public
Records of ___________ County, Alabama (the "OEA"), between and among
_____________________________________________, a(n)
______________________________________ ("Developer"), and
_____________________________________, as amended by that certain First
Amendment to Operation and Easement Agreement dated ______________, 20__, with
respect to the Edgemont Town Center in Jefferson County, Alabama (the "Shopping
Center"). ________________ has been advised that Developer is in process of
selling Developer's interest in the Shopping Center to
__________________________________________, a(n) ______________________, having
a notice address of _________________________________________, Attention:
_____________________ (together with its lender, and successors and assigns,
collectively referred to herein as "Purchaser"). ____________________ hereby
states to Purchaser as follows (without undertaking any investigation to
verify the accuracy of the statements made):

     4.   Except as set forth above, the OEA has not been amended and is in full
force and effect.

     5.   The OEA is presently in full force and effect according to its terms.

     6.   _______________ has neither given nor received any notice of default
with respect to the OEA. To the best of ______________'s knowledge (whereby
knowledge shall be limited to the party signing this OEA Estoppel Statement on
behalf of ________________), neither Developer nor any other party is in default
under the OEA.

                                        4
<Page>

     The statements contained in this Statement are not affirmative
representations, warranties, covenants or waivers, and ________________ shall
not be liable to Developer, Purchaser or any third party on account of any
information herein contained, notwithstanding the failure, for any reason, to
disclose and/or correct relevant information. Notwithstanding the preceding
sentence, ______________ shall be estopped from asserting any claim or defense
against Purchaser to the extent such claim or assertion is based upon facts, now
known to the person(s) signing below on behalf of ________________, which are
contrary to those contained herein, if Purchaser has acted in reasonable
reliance upon such statements without knowledge of facts to the contrary. This
Statement is given solely for Purchaser's information and may not be relied upon
by anyone other than Purchaser, or in connection with any transaction other than
the transaction described above. Capitalized terms used in this Statement,
unless otherwise defined, will have the meanings ascribed to such terms in the
OEA.

     Dated as of ________________, 20 __.


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


                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Its:
                                              ----------------------------------


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


                                         By:
                                             -----------------------------------
                                         Name:
                                               ---------------------------------
                                         Its:
                                              ----------------------------------

                                        5
<Page>

                         GUARANTOR ESTOPPEL CERTIFICATE


Date: __________________, 20___

      To: ____________________________

      ________________________________
      ________________________________ ("Lender")
      ________________________________

      Inland (entity),
      and its lenders, successors and assigns ("Purchaser")
      2901 Butterfield Road
      Oak Brook, Illinois 60523
      Attention: Robert Brinkman

     Re: Guaranty Contract dated __________ ("Guaranty of Lease") pertaining to
     that certain lease dated ________________________________
     between _______________________________________________ as Landlord and
     ____________________________________ as Tenant for leased premises known as
     _________________________________________________________ (the "Premises")
     located at the property commonly known as _________________________________
     (the "Property").

     1.   Guarantor certifies to Lender and Purchaser that: (a) the Guaranty of
          Lease has been properly executed by Guarantor and is presently in full
          force and effect without amendment or modification except as noted
          above; (b) Guarantor has no existing defenses, offsets, liens, claims
          or credits against the obligations under the Guaranty of Lease.

     2.   This certification is made with the knowledge that Purchaser is about
          to acquire title to the Property and Lender is about to provide
          Landlord with financing which shall be secured by a Deed of Trust (or
          Mortgage), Security Contract and Assignment of Rents, Leases and
          Contracts ("Mortgage") upon the Property. Guarantor further
          acknowledges and agrees that Purchaser and Lender and their respective
          successors and assigns shall have the right to rely on the information
          contained in this Certificate.

     3.   The undersigned is authorized to execute this Guarantor Estoppel
          Certificate on behalf of Guarantor.


                                         [GUARANTOR]

                                         By:
                                             -----------------------------------

                                        6
<Page>

                                   "EXHIBIT G"

                              FORM OF AUDIT LETTER

Ladies and Gentlemen:

We are writing you, as the owners of Edgemont Town Center, Birmingham, Alabama
(the "Property") at your request, to confirm our understanding that your audit
of the Historical Summary of Gross Income and Direct Operating Expenses
("Historical Summary") of the Property for the year ended December 31, 20__, was
made for the purpose of expressing an opinion as to whether the Historical
Summary presents fairly, in all material respects, the gross income and direct
operating expenses in conformity with the cash basis of accounting. In
connection with your audit, we confirm, to the best of our knowledge and belief
without independent investigation, the following representations made to you
during the audit:

1.   We have made available to you all financial records and related data
requested by you.

2.   There have been no:

     a)   Instances of fraud involving any member of management or employees who
          have significant roles in internal control that have had a material
          effect on the Historical Summary.

     b)   Instances of fraud involving others that had a material effect on the
          Historical Summary.

     c)   Communication from regulatory agencies concerning non-compliance with,
          or deficiencies in, financial reporting practices that could have had
          a material effect on the Historical Summary.

     d)   Violations or possible violations of laws or regulations, the effects
          of which should have been disclosed in the Historical Summary.

3.   There are no:

     a)   Unasserted claims or assessments that our lawyer advised us are
          probable of assertion and must be disclosed in accordance with the
          Statement of Financial Accounting Standards (SFAS) No. 5, Accounting
          for Contingencies if we were providing you with financial statements.

     b)   Material liabilities or gain or loss contingencies (including oral and
          written guarantees) that are required to be disclosed by SFAS No. 5 if
          we were providing you with financial statements.

     c)   Material transactions that have not been properly recorded in the
          accounting records underlying the Historical Summary.

                                        7
<Page>

4.   We have received no written notice that the Property has failed to comply
with any contractual agreements that would have had a material effect on the
Historical Summary in the event of noncompliance.

5.   All income from operating leases is included as gross income in the
Historical Summary. No other forms of revenue are included in the Historical
Summary.

Further, we confirm that we are responsible for the financial records and data
provided to you by us and we acknowledge that such records and data will be used
by you in the preparation of the Historical Summary of Gross Income and Direct
Operating Expenses in conformity with cash basis of accounting.

The undersigned has executed this letter in his capacity as an Authorized Agent
of Green Springs Retail Company, L.L.C. and not individually and shall have no
personal liability as a result of or arising from his execution of this letter.

Very Truly Yours,

GREEN SPRINGS RETAIL COMPANY, L.L.C.


By:  ----------------------------
     Its Authorized Agent

                                        8