**Exhibit10.488**

 
|                                          | **Inland Real Estate Acquisitions, Inc.** |
|------------------------------------------|-------------------------------------------|
| 2901  Butterfield Road                   |
| Oak  Brook, IL 60523                     |
| Phone:  (630) 218-4948 Fax: 630-218-4935 |
| www.inlandgroup.com                      |

 
|                                  |         | November 8, 2004              |
|---------------------------------------|--------------|-------------------------------|
| Wickham & 95 Corporation (Seller) |         |                          |
| Lot 91, LLC (Seller)                  |         |                          |
| c/o Matthew Development LLC (Seller)  |         |                          |
| Attn: Ernie Euler                     |         |                          |
| 7331 Office Park Place, Suite 200     |         |                          |
| Viera, FL 32940                       |         |                          |
|                                  |
| ***Re:***                             | *** *** | ***Shoppes at Lake  Andrew*** |
|                                  |         | ***Viera, FL***               |
|                                       |              |                               |  |  |

 

Dear Ernie:

 

This letter represents this corporation’soffer to purchase the Shoppes at Lake Andrew with 144,772 net rentable squarefeet, situated on approximately 18 acres of land, located at the northwestcorner of Wickham and I-95 in Viera, FL (see Exhibit A attached).

 

The above property shall include all the landand buildings and common facilities, as well as all personalty within thebuildings and common areas, supplies, landscaping equipment, and any otheritems presently used on the site and belonging to owner, and all intangiblerights relating to the property.

 

This corporation or its nominee willconsummate this transaction on the following basis:

 

1.               The total purchase price shall be **$28,300,000.00**, plus or minusprorations, **including the existing firstmortgage as stated below, and with no new mortgage****contingencies,**to be paid at **closing 30 days**following theacceptance of this agreement (see Paragraph 11). In the event that closing doesnot occur on or before December 30, 2004, either party may by written notice tothe other and the Escrow Agent terminate this Contract whereupon the Deposit shallbe refunded to Purchaser and all parties shall be relieved of any furtherobligations hereunder (in the event of any such cancellation, Purchaser shallimmediately return to Seller all due diligence materials and any otherinformation delivered to Purchaser by Seller). Purchaser’s Deposit in theamount of $500,000.00 shall be nonrefundable thirty (30) days after the date ofthis Agreement (the due diligence period), **subjectto closing conditions as set forth herein.**

 

***Purchaser shallpurchase the property subject only to one non-recourse first mortgage withNationwide Life Insurance Company having a current balance of $15,800,000.00with a monthly interest payment of $65,833.33 as of the Closing Date which isan annualized interest payment of $790,000.00, at an interest rate of 5.00%through December 30, 2009 and changing on December 31, 2009 to an interest rateof 6.54%, with amortization, for an approximate monthly principal and interestpayment of $107,416.67 which is an approximate annualized principal andinterest payment of $1,289,000.00 maturing on March 1, 2014. Seller shall causeNationwide Life Insurance Company to release at Closing Lot 90 (World Savings)from the lien of its mortgage.***

 

***Within the duediligence period, Purchaser shall apply to and the first mortgagee shallapprove this transaction and shall approve Inland and Inland Western RetailReal Estate Trust, Inc., Inland’s nominee and Inland’s affiliate’s subsequentownership without recourse to any. Any fees or expenses incurred in obtainingsaid approvals shall be paid by Seller. Said firstmortgages shall be current and without default at***

 

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***closing and any and all existingreserves and impounds, including replacement reserves, for said financing shallbe assigned to Purchaser at closing and shall be paid to Seller by Purchaser atclosing.***

 

***The balance of $12,368,500.00, plusor minus prorations, shall be paid in cash to Seller at closing with it beingunderstood that Seller’s equity shall be subject to increase in the same amountof any debt reduction between the date of this agreement and the closing date.***

 

Seller and Purchaser shall allocate thePurchase Price between land, building and depreciable improvements by writtenagreement prior to closing.

 

**2.****             ****There are no real estate brokerage commissionsinvolved in this transaction.**

 

3.               Seller representsand warrants **(to the best of the Seller’sknowledge),**that the above referenced property is leased to thetenants described on Exhibit B pursuant to the leases covering the building andall of the land, parking areas, reciprocal easements and REA/OEA agreements (ifany), for the entire terms and option periods. Any concessions given to anytenants that extend beyond the closing day shall be settled at closing bySeller giving a full cash credit to Purchaser for any and all of thoseconcessions.

 

4.*              *Seller warrantsand represents **(to the best of the Seller’sknowledge),**that the property is free of violations, and theinterior and exterior structures are in a good state of repair, free of leaks,structural problems, and mold, and the property is in full compliance withFederal, State, City and County ordinances, environmental laws and concerns,and no one has a lease that exceeds the lease term stated in said leases, nordoes anyone have an option or right of first refusal to purchase or extend, noris there any contemplated condemnation of any part of the property, nor arethere any current or contemplated assessments.

 

5.               Seller warrants andrepresents **(to the best of the Seller’s knowledge),**that during the term ofthe leases the tenants and guarantors (if applicable) are responsible for andpay all operating expenses relating to the property on a prorata basis,including but not limited to, real estate taxes, REA/OEA agreements, utilities,insurance, all common area maintenance, parking lot and the building, etc.

 

Prior to closing, but only after Purchaser’sDeposit in the amount of $500,000.00 is deemed non-refundable, (which is thefirst day following the end of the due diligence period), Seller shall notenter into or extend any agreements without Purchaser’s approval. Any newcontract not accepted by Purchaser within five (5) days of receipt byPurchaser, shall be terminated by Seller. Any work presently in progress on theproperty shall be completed by Seller prior to closing.

 

6.               Ten (10) days priorto closing Seller shall furnish Purchaser with estoppel letters acceptable toPurchaser from all tenants, guarantors, and parties to reciprocal and/oroperating easement agreements, if available. Seller shall deliver its ownestoppel for any tenant **less than 4,000 sq. ft.,**notdelivering an estoppel. Any Seller estoppel so delivered shall expire six (6)months after its effective date.

 

7.               Seller isresponsible for payment of any **leasing brokeragefees**or commissions which are due any leasing brokers for theexisting leases stated above or for the renewal of same.

 

8.               This offer issubject to Seller supplying to Purchaser prior to closing and if available acertificate of insurance from the tenants and guarantors in the form andcoverage provided in the leases.

 

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* *

9.               It is understood that Seller may have in itspossession Level 1 Environmental Reports which Seller will supply to Purchaser10 days prior to closing. Seller shall have said reports, which must beacceptable to Purchaser, updated and re-certified to Purchaser at closing, allat Purchaser’s cost.

 

10.   The above sale of the real estate shall beconsummated by conveyance of a special warranty deed from Seller to Purchaser’sdesignee, with the **Seller**paying any city, state, or county transfer taxes for the closing, and Selleragrees to cooperate (at no cost to Seller) with Purchaser’s lender, if any, andthe money lender’s escrow.

 

11.   The closing shall occur through Chicago Title& Trust Company, in Chicago, Illinois with Nancy Castro as Escrowee, 30days following acceptance of this agreement (see paragraph 1), at which timetitle to the above property shall be marketable; i.e., free and clear of allliens, encroachments and encumbrances, and an ALTA form B owner’s title policywith extended coverage and required endorsements, waiving off all construction,including 3.1 zoning including, if available, parking and loading docks, andinsuring all improvements as legally conforming uses and not as non-conformingor conditional uses, paid by **Seller**shall be issued, with all warranties and representations to the best ofSeller’s knowledge being true now and at closing and surviving the closing for **(12)** months, and each party shallbe paid in cash their respective credits, including, but not limited to,security deposits, rent and expenses, interest in arrears (if any) with aproration of real estate taxes based on the most recent bill or latest assessment,or the estimated assessments for 2004 using the Assessor’s formula for thesesales transactions, with a later reproration of taxes when the actual bills arereceived. At closing, no credit will be given to Sellers for any past due,unpaid or delinquent rents, all of which Seller shall retain the right tocollect.

 

12.   Within the due diligence period, Purchasermay, at Purchaser’s sole cost and expense, obtain an appraisal of the propertyprepared by MAI or any other qualified appraiser which determines the value ofthe property to be not less than the Purchase Price, and certified in the nameof, Purchaser or Purchaser’s lender.

 

13.   Neither Seller (Landlord) or any tenant andguarantor shall be in material default on any lease or agreement at closing,nor is there any pending litigation.

 

14.   Seller warrants and represents that there areno employees employed for the property or its ownership entity.

 

15.   Prior to closing, Seller shall furnish toPurchaser copies of all guarantees and warranties which Seller received fromany and all contractors and sub-contractors pertaining to the property. To thebest of Seller’s knowledge all guarantees and warranties survive the closingand are assignable and transferable to any titleholder subsequent to Seller’sownership.

 

16.   This offer is subject to the property being100% occupied at the time of closing, with all tenants occupying their space,open for business, and paying full rent, including CAM, tax and insurancecurrent, as shown on Exhibit B attached.

 

17.   Fifteen (15) days prior to closing, Sellermust provide the title as stated above, Within the due diligence period, **Seller**shall request pay for and **give to purchaser**a current UrbanALTA/ACSM spotted survey in accordance with the minimum standard detailrequirements for ALTA/ACSM Land Title surveys jointly established and adoptedby ALTA and ACSM in 1999 and includes all Table A optional surveyresponsibilities which shall be acceptable to Purchaser and the title companyat closing.

 

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18.   Selleragrees to immediately make available and disclose all information thatPurchaser needs to evaluate the above property, including all inducements,abatements, concessions or cash payments given to tenants, and for CAM, copiesof the bills. Seller agrees to cooperate, at no cost or expense to Seller, withPurchaser and Purchaser’s representatives to facilitate Purchaser’s evaluationsand reports, including at least a one-year audit of the books and records ofthe property.

 

This offer is, of course, predicated upon thePurchaser’s review and written approval, within the due diligence period, ofthe existing leases, new leases, lease modifications (if any), all tenantcorrespondence, REA/OEA agreements, tenants’ and guarantors’ financialstatements, sales figures, representations of income and expenses made bySeller, site inspection, environmental, appraisal, etc., and at least one yearof audited operating statements on said property is required that qualify, complywith and can be used in a public offering.

 

If this offer is acceptable, please sign theoriginal of this letter and initial each page, keeping copies for your filesand returning the original to me by ***November 15, 2004.***

 
|      |                                                   | Sincerely, |
|-----------|--------------------------------------------------------|------------|
|      |                                                   |       |
| ACCEPTED: | **INLAND  REAL ESTATE ACQUISITIONS, INC.**  or nominee |
|      |
| By:       | /s/ Ernie Euler                                        |       |   |
| Date:     | 10.15.04                                               |       | /s/ G.  Joseph Cosenza |   |
|      | G. Joseph  Cosenza                                     |
|      | Vice  Chairman                                         |
|           |                                                        |            |  |  |  |

 

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**EXHIBIT B**

 

**SHOPPES AT LAKE ANDREW**

**Viera, FL**

 

**SHADOW-ANCHOREDBY WAL-MART**

 
| **TENANTS**               | ** ** | **S.F.**    | ** ** | **ANNUAL  BASE RENT** | ** ** | **MONTHLY  BASE RENT** | ** ** | **RENT  PER SQ. FOOT** | ** ** | **LEASE  COMMENCEMENT  DATE** | ** ** | **LEASE  EXPIRATION  DATE** | ** ** |
|---------------------------|------------|-------------|------------|-----------------------|------------|------------------------|------------|------------------------|------------|-------------------------------|------------|-----------------------------|------------|
| Ross Dress For Less       |       | 30,187      |       | 286,776.00            |       | 23,898.00              |       | $                      | 9.50       |                          | 2/12/2004  |                        |       | 1/31/2016 |   |   |
| Linen N Things            |       | 28,240      |       | 353,000.00            |       | 29,416.67              |       | $                      | 12.50      |                          | 2/12/2004  |                        |       | 1/31/2015 |   |   |
| Shoe Carnival             |       | 10,800      |       | 135,000.00            |       | 11,250.00              |       | $                      | 12.50      |                          | 10/2/2003  |                        |       | 10/31/2013 |   |   |
| Pier 1 Imports            |       | 10,622      |       | 191,196.00            |       | 15,933.00              |       | $                      | 18.00      |                          | 10/9/2003  |                        |       | 2/28/2014 |   |   |
| Dress Barn                |       | 4,312       |       | 74,536.00             |       | 6,211.33               |       | $                      | 18.50      |                          | 4/16/2004  |                        |       | 6/30/2009 |   |   |
| EB Games                  |       | 1,800       |       | 43,200.00             |       | 3,600.00               |       | $                      | 24.00      |                          | 8/11/2003  |                        |       | 8/31/2008 |   |   |
| Subway                    |       | 1,200       |       | 31,200.00             |       | 2,600.00               |       | $                      | 26.00      |                          |       |                        |       |   |   |   |
| Rag Shop                  |       | 19,976      |       | 219,736.00            |       | 18,311.33              |       | $                      | 11.00      |                          | 11/16/2003 |                        |       | 11/30/2013 |   |   |
| Petco                     |       | 13,767      |       | 213,388.00            |       | 17,782.33              |       | $                      | 15.50      |                          | 9/29/2003  |                        |       | 9/30/2013 |   |   |
| Your House Interiors      |       | 9,748       |       | 150,660.00            |       | 12,555.00              |       | $                      | 15.46      |                          | 8/1/2004   |                        |       | 7/31/2009 |   |   |
| Mattress Barn             |       | 4,520       |       | 83,244.00             |       | 6,937.00               |       | $                      | 18.42      |                          | 10/2/2003  |                        |       | 10/31/2008 |   |   |
| Payless                   |       | 2,700       |       | 59,400.00             |       | 4,950.00               |       | $                      | 22.00      |                          | 6/27/2003  |                        |       | 6/30/2013 |   |   |
| Asian Wok                 |       | 1,200       |       | 32,400.00             |       | 2,700.00               |       | $                      | 27.00      |                          | 9/20/2003  |                        |       | 9/30/2008 |   |   |
| Cellular Express          |       | 1,200       |       | 33,372.00             |       | 2,781.00               |       | $                      | 27.81      |                          | 8/2/2003   |                        |       | 8/31/2013 |   |   |
| Hair Cuttery              |       | 1,200       |       | 32,400.00             |       | 2,700.00               |       | $                      | 27.00      |                          | 8/28/2003  |                        |       | 8/31/2008 |   |   |
| Professional              |       | 1,200       |       | 31,200.00             |       | 2,600.00               |       | $                      | 26.00      |                          | 8/23/2003  |                        |       | 8/31/2013 |   |   |
| The Blind Spot            |       | 1,200       |       | 31,200.00             |       | 2,600.00               |       | $                      | 26.00      |                          | 1/29/2004  |                        |       | 1/31/2009 |   |   |
| Gulf Atlantic Hearing Aid |       | 900         |       | 29,700.00             |       | 2,475.00               |       | $                      | 33.00      |                          | 1/31/2004  |                        |       | 1/31/2009 |   |   |
|                      |       |        |       |                  |       |                   |       |                   |       |                          |       |                        |       |   |   |
| **Totals**                | ** ** | **144,772** | ** ** | **2,031,608.00**      | ** ** | ** **             | ** ** | ** **             | ** ** | ** **                    | ** ** | ** **                  | ** ** | ** ** | ** ** |

 

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|                                 | The  Inland Real Estate Group, Inc. |
|---------------------------------|-------------------------------------|
| 2901  Butterfield Road          |
| Oak  Brook, Illinois 50523      |
| 630-218-8000  Fax: 630-218-4900 |
| Law  Department                 |

 
| December 15, 2004                  |
|------------------------------------|
|                               |
| **VIA  FACSIMILE 321/242-8007**    |
| Wickham  & 95 Corporation      |
| Lot  91, LLC                       |
| c/o  Matthew Development, LLC      |
| 7331  Office Park Place, Suite 200 |
| Viera,  Florida 32940              |
| Attn:  Mr. Ernie Euler             |
|                               |
| *** ***                       | ***Re:*** | ***The Shoppes at Lake Andrew, Viera, Florida*** |
| ** **                         | ***(the “Property”)*** |

 

DearMr. Euler:

 

Reference is hereby made tothat certain letter agreement dated November 15, 2004 (the “Agreement”),between Inland Real Estate Acquisitions, Inc. (“Inland”), as purchaser, andWickham & 95 Corporation and Lot 91, LLC (ECE), as seller. All capitalizedterms not defined herein shall have the meanings ascribed to them in theAgreement.

 

As you are aware, pursuantto the terms of the Agreement, the due diligence period, as defined in theAgreement, is scheduled to end today, December 15, 2004. However, certain duediligence matters remain outstanding. Accordingly, Inland requires that the duediligence period be extended from December 16, 2004 ECE to December 20, 2004.  Please note that we are not requesting anextension of the closing date, which will remain December 30, 2004.  Except for the extensions of the due diligenceperiod as provided above, all terms and provisions of the Agreement shallremain unchanged as originally written.

 

Please confirm WICKHAM &95 CORP. ECE agreement to the foregoing by having the appropriate party onbehalf of WICKHAM & 95 CORP. ECE sign a copy of this letter on the lineprovided below. Once executed, please have one (1) fully executed copy returnedto us by facsimile (630/218-4900, Attn: Robin Rash) no later than 2:30 p.m.,Chicago time, today, December 15, 2004 (with the original to follow by regularmail).

 

Should Inlandnot receive a copy of this letter, executed by WICKHAM & 95 CORP. ECE by ***2:30 p.m. Chicago time, on December 15, 2004,*****then in order to protect its Earnest Money, this lettershall serve as Inland’s notice of termination of the Agreement.

 

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Thank you, and if you haveany questions, please feel free to contact me at (630) 218-8000, ext. 2854 ore-mail: 

rrash@inlandgroup.com.

 
|                                     | Sincerely,                                               |
|------------------------------------------|----------------------------------------------------------|
|                                     |                                                     |
| ** **                               | **THE  INLAND REAL ESTATE GROUP, INC.**                  |
|                                     |                                                     |
|                                     | /s/  Robin Rash                                          |   |
|                                     | Robin  Rash                                              |
|                                     | Assistant  Counsel                                       |
|                                     |
|                                     |
| cc:                                      | Dale  Dettmer, Esq. (via facsimile at 321/768-1147)      |
|                                     | Krasny  & Dettmer                                    |
|                                     | 304  S. Harbor City Blvd., Ste 201                       |
|                                     | Melbourne,  FL 32901                                     |
|                                     |                                                     |
|                                     | Chicago  Title Insurance Company                         |
|                                     | 171  N. Clark                                            |
|                                     | 3rd  Floor, Division 2                                   |
|                                     | Chicago,  IL 60601                                       |
|                                     | Attention:  Nancy Castro (via facsimile at 312/223-2108) |
|                                     |                                                     |
|                                     | Mr.  G. Joseph Cosenza (by hand)                         |
|                                     |                                                     |
|                                     | Mr.  Ed Murray (by hand)                                 |
|                                     |
|                                     |
| **APPROVED  AND AGREED:**                |
|                                     |                                                     |
| WICKHAM  & 95 CORP. ECE  LOT 91, LLC |
|                                     |
| By:                                      | /s/  Ernie Euler                                         |   |
| Name:                                    | ERNIE  EULER                                             |   |
| Its:                                     | PRESIDENT                                                |   |
|                                          |                                                          |  |  |  |  |

 

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|                                | The  Inland Real Estate Group, Inc. |
|--------------------------------|-------------------------------------|
| 2901  Butterfield Road         |
| Oak  Brook, Illinois 50523     |
| 630-218-8000  Fax 630-218-4900 |
| Law  Department                |

 
| December 20, 2004                  |
|------------------------------------|
|                               |
| ***VIA FACSIMILE 321/242-8007***   |
| c/o  Matthew Development, LLC      |
| 7331  Office Park Place, Suite 200 |
| Viera,  Florida 32940              |
| Attn:  Mr. Ernie Euler             |
|                               |
| *** ***                       | ***Re:*** | ***The Shoppes at Lake Andrew, Viera, Florida*** |
| ** **                         | ***(the “Property”)*** |

 

Gentlemen:

 

This letter is written withrespect to that letter agreement (the “Agreement”), between Inland Real EstateAcquisitions, Inc., as Purchaser, and Wickham & 95 Corporation and Lot 91,LLC (collectively, “Seller”), in connection with the Property.

 

Please be advised thatPurchaser is prepared to waive all items of due diligence with respect to theProperty, and to proceed to closing on December 30, 2004, subject to thefollowing:

 

1.             Satisfaction of the items raised in that correspondencefrom Robin Rash to you, dated December 18, 2004;

 

2.             Completion of all negotiations and documentation amongNationsbank, Seller and Purchaser regarding (a) assumption of the loan byInland and (b) amending the loan payment terms to be interest only for thefirst five years, commencing with the acquisition closing date;

 

3.             Satisfaction of all other conditions precedent toclosing contained in the Agreement.

 

4.             Written waiver by World Savings of the right of firstrefusal contained in the lease for World Savings to acquire Lot 4, Wal-Mart atViera Subdivision (a/k/a Lot 91).

 

5.             Delivery of the following missing items: Utility bills;service contracts; commencement date agreements for Linens, Shoe Carnival, EBGames, Subway, Asian Wok, Hair Cuttery; tenant financials; and tenant insurancecertificates.

 

If you are in agreement withthe foregoing, please so indicate by executing below and faxing a copy of thisletter to me at 630/218-4900.

 

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Thank you, and if you haveany questions, please feel free to contact me at (630)218-8000, ext. 2854 ore-mail: rrash@inlandgroup.com.

 
|                              | Sincerely,                                                                                                                                |
|-----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|                              |                                                                                                                                      |
| ** **                        | **THE  INLAND REAL ESTATE GROUP, INC.**                                                                                                   |
|                              |                                                                                                                                      |
|                              | /s/  Robin Rash                                                                                                                           |   |
|                              | Robin  Rash                                                                                                                               |
|                              | Assistant  Counsel                                                                                                                        |
|                              |                                                                                                                                      |
| **AGREED  ON BEHALF OF SELLERS:** |
|                              |
| By:                               | /s/  Ernie Euler                                                                                                                          |   |
| Date:                             | 12.20.04                                                                                                                                  |   |
|                              |
|                              |
| RR/rr                             |
|                              |
| cc:                               | Dale  Dettmer, Esq., Krasny & Dettmer, 304 S. Harbor City Blvd., Suite 201,  Melbourne, Florida 32901 (Via facsimile at 321/768-1147) |
|                              |                                                                                                                                      |
|                              | Mr.  G. Joseph Cosenza (by hand)                                                                                                          |
|                              |                                                                                                                                      |
|                              | Mr.  Ed Murray (by hand)                                                                                                                  |
|                                   |                                                                                                                                           |  |  |  |  |

 

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