**Exhibit10.497**

 

**ASSIGNMENTAND ASSUMPTION**

**OFPURCHASE AND SALE AGREEMENT**

 

This ASSIGNMENT AND ASSUMPTIONOF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made and entered intothis         day of December, 2004by Inland Real Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”),and Inland Western Evans, L.L.C., a Delaware limited liability company, (“Assignee”).

 

**RECITALS**

 

A.                                     EasternRetail Holdings Limited Partnership (“Seller”) and Assignor have previouslyentered into that certain Purchase and Sale Agreement dated as of October 5,2004 (the “Purchase Agreement”), relating to the sale, *inter alia,*of a certain shopping center commonlyknown as Evans Towne Center located in the City of Evans, Georgia (the “Property”).

 

B.                                       Assignordesires to assign its interest in and to the Purchase Agreement to Assigneeupon the terms and conditions contained herein.

 

NOW, THEREFORE, inconsideration of the receipt of Ten and 00/100 Dollars ($10.00) and other goodand valuable consideration in hand paid by Assignee to Assignor, the receiptand sufficiency of which are hereby acknowledged by Assignor, the partieshereby agree as follows:

 

1.                                       Recitals.The foregoing recitals are, by this reference, incorporated into the body ofthis Assignment as if the same had been set forth in the body hereof in their entirety.

 

2.                                       Assignmentand Assumption. Assignor hereby assigns, conveys, transfers, and sets overto Assignee all of Assignor’s right, title, and interest in and to the PurchaseAgreement, with respect to the acquisition of the Property. Assignee herebyaccepts the foregoing Assignment and assumes, and agrees to perform, all duties,obligations, liabilities, indemnities, covenants, and agreements of Assignor setforth in the Purchase Agreement, with respect to and pertaining to the Property.

 

3                                          Counterparts.This document may be executed in any number of counterparts, each of which maybe executed by any one or more of the parties hereto, but all of which mustconstitute one instrument and shall be binding and effective when all partieshereto have executed at least one counterpart.

 

4.                                       Successors.This Assignment shall be binding upon and for the benefit of the parties heretoand their respective Successors and Assigns.

 

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IN WITNESS WHEREOF,Assignor and Assignee have caused this Assignment to be executed as of the dayand year first written above.

 
| ASSIGNOR:                                 |
|-------------------------------------------|
|                                      |
| INLAND REAL ESTATE  ACQUISITIONS, INC.,   |
| An Illinois Corporation                   |
|                                      |
|                                      |
| By:                                       | /s/ G. Joseph Cosenza |   |
| Name:                                     | G.  Joseph Cosenza |   |
| Title:                                    | President |   |
|                                      |
|                                      |
| ASSIGNEE:                                 |
|                                      |
| INLAND WESTERN EVANS,  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 |   |
|                                           |  |  |  |  |  |

 

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