EXHIBIT 10.4


ESCROW
AGREEMENT


THIS ESCROW AGREEMENT (this “Agreement”) is made and
entered into as of the 30th day of July, 2007, by and among INLAND AMERICAN REAL ESTATE TRUST, INC.,
a Maryland corporation (the “Company”), INLAND
SECURITIES CORPORATION, a Delaware corporation (the “Dealer Manager”)
and LASALLE BANK NATIONAL ASSOCIATION,
a national banking association (the “Escrow Agent”).


1.             The Company does
hereby open this escrow and Escrow Agent’s sole concern and duties shall be as
specifically set forth herein:  From time
to time during the course of this escrow, in connection with the Company’s
follow-on offering (the “Offering”) of up to 500,000,000 shares of common stock
on a “best efforts” basis (the “Shares”) (exclusive of Shares offered and sold pursuant
to the Company’s distribution reinvestment plan), Escrow Agent will receive
from subscribers deposits to be held in escrow in accordance with the terms
hereof.  All such funds received by
Escrow Agent shall be placed into an interest-bearing account entitled “Inland
American Real Estate Trust, Inc. Subscription Account – Follow-On” (the “Escrow
Account”).


2.             All deposits from
each subscriber shall be accompanied by the subscriber name, social security
number, current address and investment amount.


3.             Checks deposited in
the Escrow Account from the various subscribers shall be made payable to “LBNA/Escrow
Agent for IARETI.”


4.             All parties
understand and are aware that all funds received during the course of the
escrow and deposited in the Escrow Account must clear the normal banking
channels prior to the release of any funds.


5.             The Company
understands that it is not entitled to any funds received into escrow in the
event of cancellation of the Offering and in such event, deposits shall be
returned to the subscribers.


6.             The parties agree
that this is an impound escrow between the Company, the Dealer Manager and the
Escrow Agent.  The Company and the Dealer
Manager agree that the subscribers who deposit into the Escrow Account are not
a party to this escrow.


7.             All documents,
including any instrument necessary for the negotiation or other transfer of
escrow assets, deposited simultaneously with the execution of this Agreement
are approved by the Company, and the Escrow Agent shall not be obligated to inquire
as to the form, manner of execution or validity of these documents or any
document hereafter deposited pursuant to the provisions hereof, nor shall the
Escrow Agent be obligated to inquire as to the identity, authority or rights of
the persons executing the same.  The
Escrow Agent shall be liable under this Agreement only for its gross negligence
or willful misconduct in the performance of its duties expressly set forth in
this Agreement.  The Escrow Agent shall
have a lien on all securities, monies and documents deposited in this escrow by
each subscriber to secure Escrow Agent’s reasonable compensation and expenses
and for judgments, attorneys’ fees and other 













liabilities which the Escrow Agent may incur or
sustain by reason of this escrow, and the undersigned agrees to pay to Escrow
Agent, upon demand, amounts to satisfy all such liabilities, fees and
expenses.  In case of conflicting demands
upon it, the Escrow Agent may withhold performance of this escrow until such
time as the conflicting demands shall have been withdrawn or the rights of the
respective parties shall have been settled by court adjudication, arbitration,
joint order or otherwise.


8.             Until the termination
of the Offering, the Company shall notify the Escrow Agent of the Company’s acceptance
or rejection of each subscription agreement as promptly as practicable, but in
any event within ten (10) days of its receipt, and of any subscription which is
rescinded within five (5) days of such rescission.  If the Escrow Agent receives notice that a
subscription is rejected by the Company, the subscriber’s deposit will be
returned by the Escrow Agent to the subscriber, without interest or deduction,
as promptly as practicable, but in any event within ten (10) days after its
receipt of notice from the Company that the subscription has been
rejected.  If a subscription is
rescinded, the Escrow Agent shall return to the subscriber the subscriber’s
deposit, without interest or deduction, within seven (7) days of being notified
by the Company of such rescission.  In
the event the check of a subscriber whose subscription has been rescinded has
been negotiated (and if the funds represented thereby have been disbursed to
the Company), the Company shall deposit with the Escrow Agent an amount of
funds equal to the amount necessary to be returned to the subscriber (or the
Escrow Agent may deduct such amount from any funds due to the Company under
this Agreement).  The Escrow Agent shall
not be liable for the failure to return a rejected or rescinded subscription if
the Company fails to notify the Escrow Agent of the rejection of rescission of
the corresponding subscription agreement.


9.             Commencing with the
original effective date of the Company’s prospectus (the “Effective Date”) and
ending on the Termination Date (the “Offering Period”), the Escrow Agent shall:


(a)           disburse to the Company
on a weekly basis any funds received by the Escrow Agent for accepted
subscriptions (but not those funds of a subscriber whose subscription has been
rejected or rescinded of which the Escrow Agent has been notified by the
Company, or otherwise in accordance with the Company’s written request, and


(b)           subject to Section 10
hereof, invest any funds held in the escrow in such instruments as the Company
may direct.


Upon termination of the Offering (the “Termination
Date”), all amounts theretofore undistributed shall be distributed to the
Company, and this escrow shall close and be consummated in its entirety.



 2
 









10.           The funds deposited
herein shall be invested in federally insured bank accounts (e.g., savings accounts), short-term
certificates of deposit issued by a bank, short-term securities issued or
guaranteed by the United States government and any other investments permitted
under Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, at the
direction of the Company.  The interest
on such investments shall, on a monthly basis while subscribers’ deposits
remain in escrow and, if all conditions herein are met, when such deposits are
disbursed to the Company, be disbursed by the Escrow Agent to the Company in
accordance with Section 9 hereof.


11.           The Company agrees to
disburse to the Dealer Manager any funds due to it for the Offering in
accordance with the terms and conditions of the Dealer Manager Agreement dated
July 30, 2007 between the Company and the Dealer Manager, provided that the
Escrow Agent has disbursed to the Company the funds due to the Company for the
related subscriptions.  The Dealer
Manager shall assist the Company in connection with the Company’s compliance
with this Agreement.  The Dealer Manager
shall not have any lien on or security interest in any securities, monies or
documents deposited in this escrow.


12.           Any notices which are
required or desired to be given hereunder to the parties hereto shall be in
writing and may be given by mailing the same to the address indicated below (or
to such other address as either of the parties may have theretofore substituted
therefor by written notification to the other party hereto), by registered or
certified United States mail, postage prepaid. 
For all purposes hereof, any notice so mailed by the Escrow Agent shall
be treated as though served upon the party to whom it was mailed at the time it
is deposited in the United States mail by the Escrow Agent whether or not such
party thereafter actually receives such notice. 
Notices to the Escrow Agent shall be in writing and shall not be deemed
to be given until actually received by the Escrow Agent’s trust
department.  Whenever under the terms
hereof the time for giving a notice or performing an act falls upon a Saturday,
Sunday or bank holiday, such time shall be extended to the Escrow Agent’s next
business day.


13.           The Escrow Agent, when
acting as the Escrow Agent hereunder, undertakes to perform only such duties as
are expressly set forth herein and the Escrow Agent shall not be subject to,
nor obliged to recognize, any other agreement between, or direction or
instruction of, the Company even though reference thereto may be made herein;
provided, however, this Agreement may be amended at any time or times by an
instrument in writing signed by the Company, the Dealer Manager and Escrow
Agent.  In the event the Escrow Agent
becomes involved in or is threatened with litigation by reason hereof, it is
hereby authorized to and may deposit with the clerk of a court of competent
jurisdiction any and all funds held by it pursuant hereto, and thereupon the
Escrow Agent shall stand fully relieved and discharged of any further duties
hereunder.


14.           If any property subject
hereto is at any time attached, garnished or levied upon, under any court
order, or in case the payment, assignment, transfer, conveyance or delivery of
any such property shall be stayed or enjoined by any court order, or in any
case any order, judgment or decree shall be made or entered by any court
affecting such property, or any part thereof, then in any of such events, the
Escrow Agent is authorized, in its sole discretion, to rely upon and comply
with any such order, writ, 



 3
 









judgment or decree, which it is advised by legal
counsel of its own choosing is binding upon it, and if it complies with any
such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
compliance, even though such order, writ, judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated.


15.           This Agreement shall be
construed, enforced and administered in accordance with the internal laws, as
opposed to the conflicts of laws provisions, of the State of Illinois.


16.           The Escrow Agent shall
be entitled to reasonable fees in connection with this Escrow, which fees shall
be payable by the Company.


17.           The Escrow Agent may
resign at any time upon giving at least thirty (30) days’ prior written notice
to the Company; provided, however, that no such resignation shall become
effective until the appointment of a successor escrow agent which shall be
accomplished as follows: The Company shall use its best efforts to select a
successor escrow agent within thirty (30) days after receiving such
notice.  If the Company fails to appoint
a successor escrow agent within such time, the Escrow Agent shall have the
right to appoint a successor escrow agent. 
The successor escrow agent shall execute and deliver an instrument
accepting such appointment and it shall, without further acts, be vested with
all the estates, properties, rights, powers, and duties of the predecessor
escrow agent as if originally named as escrow agent.  Upon delivery of such instrument, the Escrow
Agent shall be discharged from any further duties and liability under this
Agreement.  The Escrow Agent shall be
paid any outstanding fees and expenses prior to transferring assets to a successor
escrow agent.


18.           Any notice required to
be given hereunder by any of the parties hereto shall be addressed as follows:




	
  If to the Company:

  	
   

  	
  Inland American Real Estate Trust, Inc.

  
	
   

  	
   

  	
  2901 Butterfield Road

  
	
   

  	
   

  	
  Oak Brook, IL 60523

  
	
   

  	
   

  	
  Attention:

  	
  Ms. Roberta S. Matlin

  
	
   

  	
   

  	
  Telephone:

  	
  (630) 218-8000

  
	
   

  	
   

  	
  Facsimile:

  	
  (630) 218-4955

  
	
   

  	
   

  	
   

  
	
  If to
  the Dealer Manager:

  	
   

  	
  Inland Securities Corporation

  
	
   

  	
   

  	
  2901 Butterfield Road

  
	
   

  	
   

  	
  Oak Brook, IL 60523

  
	
   

  	
   

  	
  Attention:

  	
  Ms. Brenda G. Gujral

  
	
   

  	
   

  	
  Telephone:

  	
  (630) 218-8000

  
	
   

  	
   

  	
  Facsimile:

  	
  (630) 218-4955

  
	
   

  	
   

  	
   

  
	
  If to
  Escrow Agent:

  	
   

  	
  LaSalle Bank National Association

  
	
   

  	
   

  	
  Global Escrow Services

  
	
   

  	
   

  	
  135 South LaSalle Street, Suite 1560

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
  Attention:

  	
  Mark T. LoIacono

  
	
   

  	
   

  	
  Telephone:

  	
  (312) 904-6836

  
	
   

  	
   

  	
  Facsimile:

  	
  (312) 904-4019

  






 



 4
 









19.           The foregoing is
subject to the following conditions:


(a)           The obligations and duties of the Escrow
Agent are confined to those specifically enumerated in the escrow
instructions.  The Escrow Agent shall not
be subject to, nor be under any obligation to ascertain or construe the terms
and conditions of any other instrument, whether or not now or hereafter
deposited with or delivered to the Escrow Agent or referred to in the escrow
instructions, nor shall the Escrow Agent be obligated to inquire as to the
form, execution, sufficiency, or validity of any such instrument nor to inquire
as to the identity, authority, or rights of the person or persons executing or
delivering the same.


(b)           The Escrow Agent shall
not be personally liable for any act which it may do or omit to do hereunder in
good faith and in the exercise of its own best judgment.  Any act done or omitted by the Escrow Agent
pursuant to the advice of its attorneys shall be deemed conclusively to have
been performed or omitted in good faith by the Escrow Agent.


(c)           If the Escrow Agent
should receive or become aware of any conflicting demands or claims with
respect to this Agreement, or the rights of any of the parties hereto, or any
money, property, or instruments deposited herein or affected hereby, the Escrow
Agent shall have the right in its sole discretion, without liability for
interest or damages, to discontinue any or all further acts on its part until
such conflict is resolved to its satisfaction and/or to commence or defend any
action or proceeding for the determination of such conflict.  Notwithstanding any other provision hereof,
in the event of any dispute, disagreement or legal action relating to or
arising in connection with the escrow, the Escrow Fund, or the performance of
the Escrow Agent’s duties under this Agreement, the Escrow Agent will not be
required to determine the controversy or to take any action regarding it.  The Escrow Agent may hold all documents and
funds and may wait for settlement of any such controversy by final appropriate
legal proceedings, arbitration, or other means as, in the Escrow Agent’s
discretion, it may require.  In such
event, the Escrow Agent will not be liable for interest or damage.  Furthermore, the Escrow Agent may, at its
option, file an action of interpleader requiring the parties to answer and
litigate any claims and rights among themselves.  The Escrow Agent is authorized, at its
option, to deposit with the court in which such interpleader action is filed
all documents and funds held in escrow. 
The Escrow Agent is further authorized to withhold from such deposit for
its own account an amount sufficient to compensate itself for all costs,
expenses, charges, and reasonable attorneys’ fees incurred by it due to the
interpleader action.  Upon initiating
such action, the Escrow Agent shall be fully released and discharged of and
from all obligations and liability imposed by the terms of this Agreement.


(d)           The Company and Dealer
Manager agree, jointly and severally, to indemnify and hold the Escrow Agent,
its officers, directors and employees harmless from and against all costs,
damages, judgments, attorney’s fees (whether such attorneys shall be regularly
retained or specially employed), expenses, obligations and liabilities of every
kind and nature which the Escrow Agent may incur, sustain, or be required to
pay 



 5
 









in connection with or arising out of this
Agreement, and to pay the Escrow Agent on demand the amount of all such costs,
damages, judgments, attorney’s fees, expenses, obligations, and
liabilities.  To secure said
indemnification and to satisfy its compensation hereunder, the Escrow Agent is
hereby given a first lien upon and the right to reimburse itself therefor out
of, all of the rights, titles, and interests of each of said parties in all
money, property, and instruments deposited hereunder, except for any money,
property or instruments that relate to money received that must be returned
pursuant to the provisions of the last sentence of Section 9.


[SIGNATURES
ON THE FOLLOWING PAGE]



 6














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


	
  

  	
   

  	
  INLAND AMERICAN REAL ESTATE TRUST, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Roberta S. Matlin

  
	
   

  	
   

  	
  Name:

  	
    Roberta S. Matlin

  
	
   

  	
   

  	
  Its:

  	
    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INLAND SECURITIES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Catherine L. Lynch

  
	
   

  	
   

  	
  Name:

  	
    Catherine L. Lynch

  
	
   

  	
   

  	
  Its:

  	
    Treasurer/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Mark T. LoIacono

  
	
   

  	
   

  	
  Name:

  	
    Mark T. LoIacono

  
	
   

  	
   

  	
  Its:

  	
    Vice President