EXHIBIT
10.3.1


FIRST
AMENDED AND RESTATED


PROPERTY
ACQUISITION AGREEMENT


THIS FIRST AMENDED AND RESTATED PROPERTY ACQUISITION
AGREEMENT (this “Agreement”) is entered into as of July 30, 2007 by and between
INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation (“Acquisitions”), and INLAND
AMERICAN REAL ESTATE TRUST, INC., a Maryland corporation (the “Company”).  Acquisitions and the Company are sometimes
referred to herein individually as a “Party” and collectively as the “Parties.”


WHEREAS, the Company is in the business of, among
other things, acquiring and managing real estate, primarily retail properties
and multi-family, office and industrial buildings located in the United States
and Canada, and other Real Estate Assets (as defined below);


WHEREAS, Acquisitions is in the business of acquiring
and assisting certain third parties in acquiring assets, such as the Real
Estate Assets (as defined below);


WHEREAS, Acquisitions is an indirect wholly-owned
subsidiary of The Inland Group, Inc., an Illinois corporation (“The Inland
Group”);


WHEREAS, Robert D. Parks is an officer and director of
the Company and a stockholder and director of The Inland Group;


WHEREAS, the Company and Acquisitions previously
entered into that certain Property Acquisition Agreement, dated August 31, 2005
(the “Original Property Acquisition Agreement”), and it is intended that this
Agreement amend and restate the Original Property Acquisition Agreement
effective as of and for all periods after the date hereof;


WHEREAS, concurrently with entering into the Original
Property Acquisition Agreement, the Company entered into that certain Business
Management Agreement, dated August 31, 2005, with an affiliate of Acquisitions;


WHEREAS, concurrent herewith, the Company is entering
into the First Amended and Restated Business Management Agreement (as defined
below) with an affiliate of Acquisitions; and


WHEREAS, Acquisitions is willing to grant the Company
certain rights to acquire Real Estate Assets identified by Acquisitions.


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and in consideration of the amounts
payable to affiliates of Acquisition under the Business Management Agreement,
the Parties agree as follows:


1.             Incorporation of Recitals.  By this reference,
the recitals set forth above are hereby incorporated into this Agreement as if
fully set forth herein.













2.             Definitions.  The following capitalized terms used in this
Agreement shall have the following meanings:


(a)           “Business Manager”
means Inland American Business Manager & Advisor, Inc., an Illinois
corporation.


(b)           “Business Management
Agreement” means that certain First Amended and Restated Business Management
Agreement of even date herewith by and between the Company and the Business
Manager.


(c)           “Community Center”
means real estate improved for use as a multi-tenant shopping center with gross
leasable retail area exceeding 150,000 square feet but less than 300,000 square
feet.


(d)           “Covered Property”
means a Community Center, Neighborhood Retail Facility or Single User Property.


(e)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


(f)            “Market Area” means
the United States and Canada.


(g)           “Neighborhood Retail
Facility” means real estate improved for use as a multi-tenant shopping center
with gross leasable retail area of not less than 5,000 square feet and not more
than 150,000 square feet.


(h)           “Real Estate Asset”
means a Covered Property, Subject Property or Real Estate Operating Company.


(i)            “Real Estate Operating
Company” means:  (i) any entity that has
equity securities registered under Section 12(b) or 12(g) of the Exchange Act;
(ii) any entity that files periodic reports under Sections 13 or 15(d) of the
Exchange Act; or (iii) any entity that, either itself or through its
subsidiaries:


(i)            owns and operates
interests in real estate on a going concern basis rather than as a conduit
vehicle for investors to participate in the ownership of assets for a limited
period of time;


(ii)           has a policy or purpose
of reinvesting sale, financing or refinancing proceeds or cash from operations;


(iii)          has its own directors,
managers or managing general partners, as applicable; and


(iv)          either: (A) has its own
officers and employees that, on a daily basis, actively operate the entity and
its subsidiaries and businesses; or (B) has retained the services of an
affiliate or sponsor of, or advisor to, the entity to, on a daily basis,
actively operate the entity and its subsidiaries and businesses.



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(j)            “Single User Property”
means real estate improved for use as a single tenant or commercial property.


(k)           “Subject Property”
means any commercial real estate located in the Market Area but excluding
Covered Properties.


3.             Right of
Refusal.  For and during
the term of this Agreement, and until the occurrence of a Right of First
Refusal Termination Event (as defined below) with respect to the subject Real
Estate Asset, Acquisitions hereby grants to the Company: (i) an exclusive right
of first refusal to acquire each and every Subject Property or Real Estate
Operating Company identified by Acquisitions; and (ii) subject to the exercise
of any prior rights vested in third parties and previously granted by
Acquisitions, a right of first refusal to acquire each and every Covered
Property.


4.             During the pendency
of a right of first refusal granted under Section 3 above, Acquisitions
covenants and agrees that it shall not (a) present or offer for sale the
subject Real Estate Asset to, (b) forward any information regarding the subject
Real Estate Asset to, or (c) pursue the acquisition of the subject Real Estate
Asset on behalf or for the benefit of any other person, entity or client except
the Company.


5.             Upon identifying a
Real Estate Asset subject to the provisions of Section 3 above,
Acquisitions shall deliver written notice to the Company (in form and substance
attached hereto as Exhibit A, each an “Acquisition Notice”) that
Acquisitions has identified, or entered into a letter of intent or acquisition
agreement with respect to, the applicable Real Estate Asset.  The Company shall have ten (10) business days
after the date of its receipt of an Acquisition Notice (the “Notice Period”) to
inform Acquisitions in writing (a “Company Notice”) whether the Company desires
to acquire the subject Real Estate Asset. 
Upon the occurrence of a Right of First Refusal Termination Event with
respect to the subject Real Estate Asset, the Company shall be deemed to have
waived any and all rights to acquire the subject Real Estate Asset, including
any corporate opportunity with respect thereto. 
If the Company delivers a Company Notice electing to pursue the
acquisition, but thereafter the Company determines not to pursue the
acquisition, then the Company shall deliver to Acquisitions written notice of
termination (each, a “Property Termination Notice”).  The Company shall, upon request, provide
Acquisitions with evidence setting forth the authority of the designated
officers of the Company to cause the Company to send a Company Notice or a
Property Termination Notice.


The Company’s election,
whether in response to, or at any time after, its receipt of an Acquisition
Notice, not to pursue the acquisition of a particular Real Estate Asset shall
not affect or impair any of the Company’s rights set forth in this Agreement
with respect to any other Real Estate Asset.


For the purposes hereof,
the term “Right of First Refusal Termination Event” means the first to occur
of: (i) the Company’s failure to deliver to Acquisitions a Company Notice with
respect to the subject Real Estate Asset prior to the expiration of the Notice
Period; (ii) delivery by the Company of a Company Notice with respect to the
subject Real Estate Asset; and (iii) failure of the Company to diligently
pursue acquisition of the subject Real Estate Asset or delivery by the Company
of a Property Termination Notice.



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6.             Acquisition
Agreements.  Acquisitions
may, from time to time, enter into a letter of intent or other acquisition
agreement with respect to a subject Real Estate Asset in its own name to
facilitate, among other things, the offer to, and possible purchase by, the
Company of the subject Real Estate Asset. 
In any such case, if the Company exercises its right of first refusal
with respect to, and elects to pursue the acquisition of, the subject Real
Estate Asset, and the Company is willing to enter into an agreement to acquire
the subject Real Estate Asset, then upon the Company’s request Acquisitions
shall assign the letter of intent or other acquisition agreement to the Company
or its designee.


7.             Reimbursements.  Section 9(b)(ii) of the Business
Management Agreement shall be, and hereby is, incorporated into this Agreement
by reference with the same force and effect as if set forth herein.  Notwithstanding the earlier termination, if
any, of the Business Management Agreement, the Company hereby agrees to
reimburse Acquisitions in accordance with Section 9 of the Business
Management Agreement in the manner specified thereunder.  The Parties agree that there shall be no
duplication of payment for any services rendered with respect to any subject
Real Estate Asset under this Agreement and the Business Management Agreement.


8.             No
Partnership or Joint Venture. 
The Parties to this Agreement are independent contractors.  Nothing in this Agreement is intended or shall
be deemed to constitute a partnership, agency, franchise or joint venture
relationship between the Parties.


9.             Term.  This term of this Agreement shall commence on
the date hereof and shall continue until the date that none of the directors
affiliated with The Inland Group, Inc., Acquisitions, the Business Manager or
their affiliates are then serving as officers and directors of the Company.


10.           Assignments.  This Agreement may not be assigned except
with the written consent of each Party hereto, except in the case of assignment
by a Party to a corporation, trust or other organization which is a successor
to such Party.  Any assignment of this
Agreement shall bind the assignee hereunder in the same manner as the assignor
is bound hereunder.


11.           Amendments.  This Agreement shall not be amended, changed,
modified, terminated or discharged in whole or in part except by an instrument
in writing signed by each Party hereto or their respective successors or
assigns.


12.           Successors
and Assigns.  This
Agreement shall bind any successors or assigns of the Parties hereto as herein
provided.


13.           Governing
Law.  The provisions of
this Agreement shall be governed, construed and interpreted in accordance with
the internal laws of the State of Illinois without regard to its conflicts of
law principles.


14.           Notices.  All notices or other communications required
or permitted hereunder shall be in writing and shall be deemed given or
delivered:  (i) when delivered personally
or by commercial messenger; (ii) one business day following deposit with a
recognized overnight courier service, provided the deposit occurs prior to the
deadline imposed by the overnight courier service for overnight delivery; (iii)
when transmitted, if sent by facsimile copy, provided confirmation of receipt
is received by sender and is sent by an additional method provided 



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hereunder, in each case
above provided the notice of communication is addressed to the intended
recipient thereof as set forth below:


	
  If to Acquisitions: 

  Inland Real Estate Acquisitions, Inc. 

  2901 Butterfield Road 

  Oak Brook, IL 60523 

  	
   

  	
   

  
	
  Attention:

  	
  G. Joseph Cosenza 

  	
   

  	
   

  
	
  Telephone:

  	
  (630) 218-8000 

  	
   

  	
   

  
	
  Facsimile:

  	
  (630) 218-4955

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the Company:
  

  Inland American Real Estate Trust, Inc.

  2901 Butterfield Road 

  Oak Brook, IL 60523 

  	
   

  	
  with a copy to:
  

  Shefsky & Froelich Ltd. 

  111 E. Wacker Drive, Suite 2800 

  Chicago, IL 60601 

  
	
  Attention:

  	
  Robert D. Parks 

  	
   

  	
  Attention:

  	
  Michael J. Choate 

  
	
  Telephone:

  	
  (630) 218-8000 

  	
   

  	
  Telephone:

  	
  (312) 836-4066 

  
	
  Facsimile:

  	
  (630) 218-4955

  	
   

  	
  Facsimile:

  	
  (312) 275-7554

  



 


Any Party may at any time give notice in writing to
the other Party of a change of its address for the purpose of this Section
14.


15.           Headings.  The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.


16.           Equitable
Relief.  Each Party hereto
recognizes and acknowledges that a breach by the other party of this Agreement
will cause irreparable damage to the non-breaching party which cannot be
readily remedied in monetary damages in an action at law.  In the event of any default or breach by
either party, the non-breaching party shall be entitled to seek immediate injunctive
relief to prevent such irreparable harm or loss, in addition to any other
remedies available at law and in equity.


[THE REMAINDER
OF THIS PAGE INTENTIONALLY BLANK]



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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.


	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  	
   

  	
  INLAND AMERICAN REAL ESTATE TRUST, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ G. Joseph Cosenza

  	
   

  	
  By:

  	
  /s/ Brenda Gail Gujral

  
	
  Name:

  	
  G. Joseph Cosenza

  	
   

  	
  Name:

  	
  Brenda Gail Gujral

  
	
  Its:

  	
  President

  	
   

  	
  Its:

  	
  President

  



 











EXHIBIT
A

FORM OF ACQUISITION NOTICE


ACQUISITION NOTICE


[NAME OF SUBJECT REAL ESTATE ASSET]

[GENERAL LOCATION]

[CITY, STATE]

[DATE OF ACQUISITION NOTICE]


Inland American Real Estate Trust, Inc.


2901 Butterfield Road


Oak Brook, IL 
60523


Attention:              Robert D. Parks


Reference is made to that certain First Amended and
Restated Property Acquisition Agreement, dated as of July 30, 2007 (the “Agreement”),
by and between Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Acquisitions”),
and Inland American Real Estate Trust, Inc., a Maryland corporation (the “Company”).  Capitalized terms used in this Acquisition
Notice but not defined herein shall have the meanings ascribed to such terms in
the Agreement.


Pursuant to Section 3 of the Agreement,
Acquisitions has identified the following Real Estate Asset: [DESCRIBE REAL ESTATE ASSET].


Attached hereto for your review is our standard,
preliminary “deal sheet” for the subject Real Estate Asset.


This letter constitutes the Acquisition Notice under
and pursuant to the Agreement with respect to the subject Real Estate Asset.


Please direct all correspondence with respect to the
subject Real Estate Asset to Acquisitions as follows:


Inland Real Estate
Acquisitions, Inc.


2901 Butterfield Road


Oak Brook, IL  60523


Attention:              G. Joseph Cosenza


Telephone:            (630) 218-8000


Facsimile:               (630)
218-4955


	
  

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INLAND REAL ESTATE ACQUISITIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Its: