**Exhibit 10.494**

 

**ASSIGNMENTOF CONTRACT**

 

This ASSIGNMENT OF CONTRACT (the “**Assignment**”) is made and entered into this 29 day ofDecember, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinoiscorporation (“**Assignor**”) and INLAND WESTERNCEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP, an Illinois limited partnership (“**Assignee**”).

 

Assignor does hereby sell, assign, transfer,set over and convey unto Assignee all of its right, title and interest as underthat certain letter agreement dated as of April 21, 2004, as amended, andentered into by PRTC Pleasant Run Towne Crossing, L.P., a Texas limitedpartnership, as Seller, and Assignor, as (collectively, the “**Agreement**”), solely as the Agreement applies to the sale andpurchase of the property described by the Agreement, located in Cedar Hill,Texas, and being legally described in Exhibit A, attached hereto andmade a part hereof.

 

Assignor represents and warrants that it isthe Purchaser under the Agreement, and that it has not sold, assigned,transferred, or encumbered such interest in any way to any other person orentity. By acceptance hereof, Assignee accepts the foregoing Assignment andagrees, from and after the date hereof, to (i) perform all of the obligationsof Purchaser under the Agreement, and (ii) indemnify, defend, protect and holdAssignor harmless from and against all claims and liabilities arising under theAgreement.

 

 

*(signaturepage follows)*

 

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SIGNATURE PAGE FORASSIGNMENT OF CONTRACT BETWEENINLAND REAL ESTATE ACQUISITIONS, INC.AND INLAND WESTERN CEDAR HILL PLEASANT RUN LIMITED PARTNERSHIP

 

IN WITNESS WHEREOF, Assignor and Assigneehave caused this Assignment to be executed as of the day and year first abovewritten.

 
|       | **ASSIGNOR:**                                                                                 |
|------------|-----------------------------------------------------------------------------------------------|
|       |                                                                                          |
|       | INLAND REAL  ESTATE ACQUISITIONS, INC., an  Illinois corporation                              |
|       |                                                                                          |
|       | By:                                                                                           | /s/ Karen M.  Kautz |   |
|       | Name:                                                                                         | Karen M.  Kautz |   |
|       | Title:                                                                                        | Vice  President |   |
|       |                                                                                          |
|       |                                                                                          |
| ** ** | **ASSIGNEE:**                                                                                 |
|       |                                                                                          |
|       | INLAND  WESTERN CEDAR HILL PLEASANT RUN  LIMITED PARTNERSHIP, an Illinois limited partnership |
|       |                                                                                          |
|       | By:                                                                                           | Inland  Western Cedar Hill Pleasant Run GP, L.L.C.,  a Delaware limited liability company |
|       |                                                                                          |
|       |                                                                                          | By: | Inland  Western Retail Real Estate Trust,  Inc., a Maryland corporation, its sole  member |
|       |                                                                                          |
|       |                                                                                          | By: | /s/ Valerie Medina |   |
|       |                                                                                          | Name: | Valerie Medina |   |
|       |                                                                                          | Title: | Asst. Secretary |   |
|            |                                                                                               |  |  |  |  |  |  |  |

 

 

**EXHIBITS**

 

EXHIBIT A:                  LEGALDESCRIPTION OF THE PROPERTY

 

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

 

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**Exhibit  “A”**

 

TRACT I: Parcel A (Fee)

 

Lots 8R and 10R, Block A, of PLEASANT RUN TOWNECROSSING ADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,according to the Replat thereof recorded in Volume 2003072, Page 61, of the MapRecords of Dallas County, Texas.

 

TRACT I: Parcel B (Fee)

 

Lots 6 and 7, Block A, of PLEASANT RUN TOWNECROSSING ADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,according to the Plat thereof recorded in Volume 2003012, Page 20, of the MapRecords of Dallas County, Texas.

 

and

 

Lot 3R, Block A, of PLEASANT RUN TOWNE CROSSINGADDITION, an Addition to the City of Cedar Hill, Dallas County, Texas,according to the Replat thereof recorded in Volume 2003231, Page 64, of the MapRecords of Dallas County, Texas, same being the Replat of Lots 3, 4 and 5 inBlock A of Pleasant Run Towne Crossing Addition as recorded in Volume 2003012,Page 20 of the Deed Records of Dallas County, Texas

 

TRACT I: Parcel C (Fee)

 

Lots 2R and 9R-1, Block A, of PLEASANT RUN TOWNE CROSSING ADDITION, anAddition to the City of Cedar Hill, Dallas County, Texas, according to theReplat thereof recorded in Volume 2004248, Page 00262, of the Map Records ofDallas County, Texas.

 

TRACT II: (Easement)

 

Non-Exclusiveeasement for access, parking, and ingress and egress and utilities as createdin that certain Operation and Easement Agreement dated November 18, 2002 by andbetween Target Corporation and PRTC Pleasant Run Towne Crossing, L.P., recordedin Volume 2002230, Page 3350, Deed Records of Dallas County, Texas.

 

 

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