<PAGE>
                                                                 EXHIBIT 10.3(a)

                AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT

      This Amended and Restated Master Management Agreement (this "Agreement")
is entered into as of the 1st day of February, 2002, by and between Inland
Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), and
Inland Southeast Property Management Corp., a Delaware corporation (the
"Manager").

                                   WITNESSETH

      WHEREAS, the Company is currently qualified as a "real estate investment
trust" (a "REIT") as defined in Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended (the "Code"), and is currently qualified to make
investments of the type permitted to be made by qualified REITs under the Code
and not inconsistent with the Articles of Incorporation of the Company, as
amended, and the Bylaws of the Company, as amended (such investments being
referred to herein collectively as the "Properties" and individually as a
"Property");

      WHEREAS, the Company desires to have the Manager manage Properties and the
Manager is willing to manage Properties, on the terms and conditions herein set
forth;

      WHEREAS, the Company and the Manager entered into that certain Master
Management Agreement dated as of February 11, 1999, as amended by First
Amendment to Master Management Agreement dated as of March 4, 1999 (collectively
"Prior Agreement"); and,

      WHEREAS, the parties desire to amend and restate the Prior Agreement;

      NOW THEREFORE, in consideration of the mutual covenants herein set forth,
the parties hereby agree as follows:

      1. The Company hereby retains the Manager to manage Properties located in
the State of Florida (the "Territory"). The engagement of the Manager by the
Company for each Property shall be pursuant to the terms of a separate
management agreement in the form of Exhibit A attached hereto (the "Management
Agreement").

      2. The Manager will manage Properties acquired by the Company in the
Territory according to the terms of the Management Agreement.

      3. The initial term of the Management Agreement for each Property shall
commence on the date of acquisition of the Property by the Company and shall end
on December 31st of the year in which such acquisition occurred, with three
successive three year renewal periods occurring immediately thereafter.

      4. The parties may mutually agree to vary the terms of the Management
Agreement for any or all of the Properties or to not enter into a written
Management Agreement for any Property.

<PAGE>

      5. During the Term (as defined below), the Company shall have the option
at any time on or after February 12, 2002, to cause the entire business and
affairs conducted by the Manager (including all of its assets) to be acquired by
or consolidated into the Company in whatever form agreed upon (a "Business
Combination"). The option shall be exercised by the Company's written notice to
Manager ("Election Notice") and without any consent of Manager or its Managing
Committee or its Members. In such event and in exchange for terminating this
Agreement and all Management Agreements entered into pursuant hereto and the
release or waiver of all fees payable by the Company to the Manager under the
terms of the Management Agreements (except for the payment of fees due or
payable under Management Agreements for services rendered by Manager until the
consummation of a Business Combination), Manager or its Members will receive in
connection with a Business Combination, a determinable number of shares of the
common stock of the Company as calculated below (the "Shares").

      6. The number of Shares to be issued by the Company to the Manager or its
Members, as the case may be, shall be determined as follows: The net income of
the Manager for the six (6) month period immediately preceding the month in
which the Election Notice is given to Manager, as determined by an independent
audit conducted in accordance with generally accepted auditing standards, shall
be annualized (the "Annual Net Income"). The Annual Net Income shall then be
multiplied by ninety percent (90%) and then divided by the "Funds from
Operations per Weighted Average Share" of the Company. "Funds from Operations
per Weighted Average Share" shall be equal to the annualized Funds from
Operations, on the basis of four (4) times the Funds from Operations for the
quarter immediately preceding the date the Election Notice is given to Manager,
per weighted average Share of the Company for such quarter as stated in the
quarterly report on Form 10-Q of the Company given to its shareholders for such
quarter. The resulting quotient shall constitute the number of Shares to be
issued by the Company to the Manager or its Members, with delivery thereof and
the closing of the Business Combination to occur within ninety (90) days after
the date the Election Notice is given to Manager. Any such transaction will
occur, if at all, only if the Board of Directors of the Company obtains a
fairness opinion from an investment banking or valuation firm to the effect that
the consideration to be paid for the Business Combination is fair, from a
financial point of view, to the Company.

      7. The Manager shall pay for the cost of the net income audit to determine
Annual Net Income. The Company shall pay for the cost of the fairness opinion.

      8. This Agreement shall be binding on successors and permitted assigns of
the parties. This Agreement may not be assigned by either party without the
prior written consent of the other party. The Term of this Agreement shall be
deemed to begin as of February 11, 1999 and shall end on the earlier to occur of
(a) consummation of a Business Combination, or (b) December 31, 2020. The
Company shall not take any action to terminate this Agreement solely for the
purpose of avoiding a Business Combination, such as in anticipation of the
listing of the Shares on a national stock exchange or their inclusion in a
national market system.

      9. All notices, requests or demands to be given under this Agreement from
one party to the other, including without limitation the Election Notice
(collectively, "Notices"), shall be in


                                       2
<PAGE>

writing and shall be given by personal delivery, or by a nationally recognized
overnight courier service for next Business Day delivery (or Saturday delivery,
if desired) at the other party's address set forth below. Notices given by
personal delivery (i.e. by the sending party or a messenger) shall be deemed
given on the date of delivery. Notices given by overnight courier service shall
be deemed given upon deposit with the overnight courier service. Receipt by a
receptionist, or by any person in the employ of such party, shall be deemed
actual receipt by the party of Notices. The term Business Day means any day
other than Saturday, Sunday or any other day on which banks are required or are
authorized to be closed in Chicago, Illinois. The parties' addresses are as
follows:

                  THE COMPANY:

                  Inland Retail Real Estate Trust, Inc.
                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attn:  President

                  THE MANAGER:

                  Inland Southeast Property Management Corp.
                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attn: President

      A party's address for notice may be changed from time to time by notice
given to the other party in the manner herein provided for giving notice.

      10. This Agreement amends, restates and in all respects supercedes the
Prior Agreement.

      WHEREFORE, the undersigned have executed this Agreement by their duly
authorized officers as of the date first above written.

                                     THE COMPANY:

                                     Inland Retail Real Estate Trust, Inc.


                                     By: /s/ Barry L. Lazarus
                                        ----------------------------
                                         Its: President


                                     THE MANAGER:

                                     Inland Southeast Property Management Corp.


                                     By: /s/ James Neubauer
                                        -----------------------------
                                          Its: President


                                       3
<PAGE>

                                                                       EXHIBIT A

                              MANAGEMENT AGREEMENT

      IN CONSIDERATION of the mutual covenants and agreements herein contained,
Inland Southeast __________, L.L.C., a __________ limited liability company
("OWNER") and Inland Southeast Property Management Corp., a Delaware corporation
("MANAGER"), agree as follows:

         1. OWNER hereby employs the MANAGER exclusively to rent, lease, operate
and manage the property commonly known as ________________ located in
__________, Florida, and legally described on Exhibit "A" attached hereto and
made a part hereof (the "Premises"), upon the terms and conditions hereinafter
set forth, for a term beginning on the ___ day of ________, ____ and ending on
the ___ day of ________, ____ and thereafter for three successive three year
renewal periods, with the first such three year renewal period commencing on
________ of ____and ending ________ of ____, unless on or before thirty (30)
days prior to the date last above mentioned or on or before thirty (30) days
prior to the expiration of any such renewal period, MANAGER shall notify OWNER
in writing that it elects to terminate this Agreement, in which case this
Agreement shall be thereby terminated on said last mentioned date. In addition,
and notwithstanding the foregoing, OWNER may terminate this Agreement at any
time upon delivery of written notice to MANAGER not less than thirty (30) days
prior to the effective date of termination, in the event of (and only in the
event of) a showing by OWNER of willful misconduct, gross negligence, or
deliberate malfeasance by MANAGER in the performance of MANAGER's duties
hereunder. In the event this Agreement is terminated for any reason prior to the
expiration of its original term or any renewal term, the OWNER shall indemnify,
protect, defend, save and hold the MANAGER and all of its shareholders,
officers, directors, employees, MANAGERs, successors and assigns


                                       4
<PAGE>

(collectively, "Indemnified Parties") harmless from and against any and all
claims, causes of action, demands, suits, proceedings, loss, judgments, damage,
awards, liens, fines, costs, attorney's fees and expenses, of every kind and
nature whatsoever (collectively, "Losses"), which may be imposed on or incurred
by the MANAGER by reason of the willful misconduct, gross negligence and/or
unlawful acts (such unlawfulness having been adjudicated by a court of proper
jurisdiction) of OWNER.

      2. THE MANAGER AGREES:

      2.1 To accept the management of the Premises, to the extent, for the
period, and upon the terms herein provided and agrees to furnish the services of
its organization for the rental, leasing, operation and management of the
Premises, and, without limiting the generality of the foregoing, the MANAGER
agrees to be responsible for those specific duties and functions set forth in
Section 3 hereof. MANAGER shall be entitled at all times to manage the Premises
in accordance with the MANAGER'S standard operating policies and procedures,
except to the extent that any specific provisions contained herein are to the
contrary, in which case MANAGER shall manage the Premises consistent with such
specific provisions. MANAGER agrees to use its best efforts to maintain the
highest occupancy at the highest rents for each space comprising the Premises.

      2.2 To render monthly reports for the Premises to the OWNER, to the
attention of the individual and address as directed by the OWNER from time to
time, and to remit to the OWNER the excess of Gross Income (as defined in
Section 3.3 hereof) over expenses paid per Section 3.4 hereof ("Net Proceeds")
for each month on or before the 15th day of the following month. MANAGER will
remit the Net Proceeds to the OWNER at the address as stated in Section 6.1
hereof. The reports to be submitted shall consist of the MANAGER'S Commercial
Income Report and Commercial Budget Variance Report, (samples of which are
attached as "Exhibit B") and such


                                       5
<PAGE>

other monthly, quarterly and annual reports as are customary in commercial
property management relationships and as reasonably requested by OWNER in
writing from time to time.

      2.3 In case the expenses paid per Section 3.4 hereof shall be in excess of
the Gross Income for any monthly period, MANAGER shall notify OWNER of same and
OWNER agrees to pay such excess immediately upon request from the MANAGER, but
nothing herein contained shall obligate the MANAGER to advance its own funds on
behalf of the OWNER. All advances by MANAGER on behalf of OWNER shall be paid to
MANAGER by OWNER within ten (10) days after request.

      2.4 To prepare annualized budgets for operation of the Premises and submit
same to the OWNER for approval. Such budgets shall be for planning and
informational purposes only, and the MANAGER shall have no liability to the
OWNER for any failure to meet any such budget. However, MANAGER will use its
best efforts to operate the Premises within the approved budget. The parties
acknowledge that the first such annual budget has been prepared and approved for
the year commencing March, 2001 and ending on December, 2001. Notwithstanding
the period covered by the first annual budget, all subsequent annual budgets
shall cover the period from January 1st of each year through December 31st of
such year. The proposed annual budget for each calendar year shall be submitted
by MANAGER to the OWNER by December 1st of the year preceding the year for which
it applies. OWNER shall notify MANAGER within fifteen (15) days as to whether
OWNER has approved the proposed annual budget or not. If the OWNER disapproves
the proposed budget, the OWNER shall notify the MANAGER of what, specifically,
OWNER disapproves of, and the OWNER and MANAGER shall make the necessary
amendments to the annual budget. During the time OWNER and MANAGER are preparing
these amendments, MANAGER will continue to operate the Premises according to the
last approved budget. The OWNER'S approval of the annual budget shall constitute
approval for the MANAGER to expend


                                       6
<PAGE>

sums for all budgeted expenditures, without the necessity to obtain additional
approval of the OWNER under any other expenditure limitations as set forth
elsewhere in this Agreement.

      3. THE OWNER AGREES:

      And does hereby give the MANAGER the following exclusive authority and
powers (all of which shall be exercised in the name of MANAGER, as MANAGER for
the OWNER) and the OWNER agrees to assume all expenses in connection therewith:

      3.1 To advertise the Premises or any part thereof and to display signs
thereon, as permitted by law; and to rent the same; to pay all expenses of
leasing the Premises, including but not limited to, newspaper and other
advertising, signage, banners, brochures, referral commissions, leasing
commissions, finder's fees and salaries, bonuses and other compensation of
leasing personnel responsible for the leasing of the Premises; to cause
references of prospective tenants to be investigated, it being understood and
agreed by the parties hereto that the MANAGER does not guarantee the credit
worthiness or collectibility of accounts receivable from tenants, users or
lessees; and to negotiate new leases and renewals and cancellations of existing
leases which shall be subject to the MANAGER obtaining OWNER'S approval. The
MANAGER may collect from tenants all or any of the following: a late rent
administrative charge, a non-negotiable check charge, credit report fee, a
subleasing administrative charge and/or broker's commission and need not account
for such charges and/or commission to the OWNER; to terminate tenancies and to
sign and serve in the name of the OWNER of the Premises such notices as are
deemed necessary by the MANAGER; to institute and prosecute actions to evict
tenants and to recover possession of the Premises or portions thereof; with the
OWNER'S authorization, to sue for in the name of the OWNER of the Premises and
recover rent and other sums due; and to settle, compromise, and release such
actions or suits,


                                       7
<PAGE>

or reinstate such tenancies. All expenses of litigation including, but not
limited to, attorneys' fees, filing fees, and court costs which MANAGER shall
incur in connection with the collecting of rent and other sums, or to recover
possession of the Premises or any portion thereof shall be deemed to be an
operational expense of the Premises. MANAGER and OWNER shall concur on the
selection of the attorney to handle such litigation.

      3.2 To hire, supervise, discharge, and pay all labor required for the
operation and maintenance of the Premises including but not limited to on site
personnel, managers, assistant managers, leasing consultants, engineers,
janitors, maintenance supervisors and other employees required for the operation
and maintenance of the Premises, including personnel spending a portion of their
working hours (to be charged on a pro rata basis) at the Premises (all of whom
shall be deemed employees of the Premises, not of the MANAGER). All expenses of
such employment shall be deemed operational expenses of the Premises. To make or
cause to be made all ordinary repairs and replacements necessary to preserve the
Premises in its present condition and for the operating efficiency thereof and
all alterations required to comply with lease requirements, and to do decorating
on the Premises; to negotiate and enter into, as MANAGER of the OWNER of the
Premises, contracts for all items on budgets that have been approved by OWNER,
any emergency services or repairs for items not exceeding $5,000.00, appropriate
service agreements and labor agreements for normal operation of the Premises,
which have terms not to exceed three (3) years, and agreements for all budgeted
maintenance, minor alterations, and utility services, including, but not limited
to, electricity, gas, fuel, water, telephone, window washing, scavenger service,
landscaping, snow removal, pest exterminating, decorating and legal services in
connection with the leases and service agreements relating to the Premises, and
other services or such of them as the MANAGER may consider appropriate; and to
purchase supplies and pay all bills. MANAGER shall


                                       8
<PAGE>

use its best efforts to obtain the foregoing services and utilities for the
Premises at the most economical costs and terms available to MANAGER. The OWNER
hereby appoints MANAGER as OWNER'S authorized MANAGER for the purpose of
executing, as managing MANAGER for said OWNER, all such contracts. In addition,
the OWNER agrees to specifically assume in writing all obligations under all
such contracts so entered into by the MANAGER, on behalf of the OWNER of the
Premises, upon the termination of this Agreement and the OWNER shall indemnify,
protect, save, defend and hold the MANAGER and all of its shareholders,
officers, directors, employees, MANAGERs, successors and assigns harmless from
and against any and all claims, causes of action, demands, suits, proceedings,
loss, judgments, damage, awards, liens, fines, costs, attorney's fees and
expenses, of every kind and nature whatsoever, resulting from, arising out of or
in any way related to such contracts and which relate to or concern matters
occurring after termination of this Agreement, but excluding matters arising out
of MANAGER's willful misconduct, gross negligence and/or unlawful acts. MANAGER
shall secure the approval of, and execution of appropriate contracts by, the
OWNER for any non-budgeted and non-emergency/ contingency capital items,
alterations or other expenditures in excess of $5,000.00 for any one item,
securing for each item at least three (3) written bids, if practicable, or
providing evidence satisfactory to OWNER that the contract amount is lower than
industry standard pricing, from responsible contractors. MANAGER shall have the
right from time to time during the term hereof, to contract with and make
purchases from subsidiaries and affiliates of the MANAGER, provided that
contract rates and prices are competitive with other available sources. The
MANAGER may at any time and from time to time request and receive the prior
written authorization of the OWNER of the Premises of any one or more purchases
or other expenditures, notwithstanding that the MANAGER may otherwise be
authorized hereunder to make such purchases or expenditures.


                                       9
<PAGE>

      3.3 To collect rents and/or assessments and other items, including but not
limited to tenant payments for real estate taxes, property liability and other
insurance, damages and repairs, common area maintenance, tax reduction fees and
all other tenant reimbursements, administrative charges, proceeds of rental
interruption insurance, parking fees, income from coin operated machines and
other miscellaneous income, due or to become due (all such items being referred
to herein as "Gross Income") and give receipts therefor and to deposit all such
Gross Income collected hereunder in the MANAGER'S custodial account which the
MANAGER will open and maintain, in a state or national bank of the MANAGER'S
choice and whose deposits are insured by the Federal Deposit Insurance
Corporation, exclusively for the Premises and any other properties owned by
OWNER (or any entity that is owned or controlled by the general partner of the
OWNER) and managed by MANAGER. OWNER agrees that MANAGER shall be authorized to
maintain a reasonable minimum balance (to be determined jointly from time to
time) in such account. MANAGER may endorse any and all checks received in
connection with the operation of the Premises and drawn to the order of the
OWNER and the OWNER shall, upon request, furnish the MANAGER'S depository with
an appropriate authorization for the MANAGER to make such endorsement.

      3.4 To pay all expenses of the Premises from the Gross Income collected in
accordance with 3.3 above, from the MANAGER'S custodial account. It is
understood that the Gross Income will be used first to pay the compensation to
the MANAGER as contained in Paragraph 5 below, then operational expenses and
then any mortgage indebtedness, including real estate tax and insurance
impounds, but only as directed by the OWNER in writing and only if sufficient
Gross Income is available for such payments.

      3.5 Nothing in this Agreement shall be interpreted in such a manner as to
obligate the MANAGER to pay from Gross Income, any expenses incurred by OWNER
prior to the


                                       10
<PAGE>

commencement of this Agreement, except to the extent the OWNER advances
additional funds to pay such expenses.

      3.6 To collect and handle tenants' security deposits, including the right
to apply such security deposits to unpaid rent, and to comply, on behalf of the
OWNER of the Premises, with applicable state or local laws concerning security
deposits and interest thereon, if any.

      3.7 The MANAGER shall not be required to advance any monies for the care
or management of the Premises, and the OWNER agrees to advance all monies
necessary therefor. If the MANAGER shall elect to advance any money in
connection with the Premises, the OWNER agrees to reimburse the MANAGER
forthwith and hereby authorizes the MANAGER to deduct such advances from any
monies due the OWNER.

      3.8 In connection with any insured losses or damages, to handle all steps
necessary regarding any such claim; provided that the MANAGER will not make any
adjustments or settlements in excess of $10,000.00 without the OWNER'S prior
written consent.

      3.9 Notwithstanding anything to the contrary contained in this Agreement,
OWNER acknowledges and agrees that any or all of the duties of MANAGER as
contained herein may be delegated by MANAGER and performed by a person or entity
("Submanager") with whom MANAGER contracts for the purpose of performing such
duties. OWNER specifically grants MANAGER the authority to enter into such a
contract with a Submanager; provided that OWNER shall have no liability or
responsibility to any such Submanager for the payment of the Submanager's fee or
for reimbursement to the Submanager of its expenses or to indemnify the
Submanager in any manner for any matter; and provided further that MANAGER shall
require such Submanager to agree, in the written agreement setting forth the
duties and obligations of such Submanager, to indemnify the OWNER for all loss,
damage or claims incurred by OWNER as a result of the willful


                                       11
<PAGE>

misconduct, gross negligence and/or unlawful acts of the Submanager. OWNER
further acknowledges and agrees that MANAGER may assign this Agreement and all
of MANAGER's rights and obligations hereunder, to another management entity that
is then managing other property for OWNER ("Successor Manager"). OWNER
specifically grants MANAGER the authority to make such an assignment to a
Successor Manager.

      4. THE OWNER FURTHER AGREES:

      4.1 To indemnify, defend, protect, save and hold the MANAGER and all of
its shareholders, officers, directors, employees, agents, successors and assigns
(collectively, "Indemnified Parties") harmless from any and all claims, causes
of action, demands, suits, proceedings, loss, judgments, damage, awards, liens,
fines, costs, attorney's fees and expenses, of every kind and nature whatsoever
(collectively, "Losses") in connection with or in any way related to the
Premises and from liability for damage to the Premises and injuries to or death
of any person whomsoever, and damage to property; provided, however, that such
indemnification shall not extend to any such Losses arising out of the willful
misconduct, gross negligence and/or unlawful acts (such unlawfulness having been
adjudicated by a court of proper jurisdiction) of MANAGER or any of the other
Indemnified Parties. OWNER agrees to procure and carry at its own expense Public
Liability Insurance, Fire and Extended Coverage Insurance, Burglary and Theft
Insurance, Rental Interruption Insurance, Flood Insurance (if appropriate) and
Boiler Insurance (if appropriate) naming the OWNER and the MANAGER as insureds
and adequate to protect their interests and in form, substance, and amounts
reasonably satisfactory to the MANAGER, and to furnish to the MANAGER
certificates and policies evidencing the existence of such insurance. The
premiums for all such insurance maintained by the OWNER shall be paid by either
the OWNER directly or, provided sufficient Gross Income is


                                       12
<PAGE>

available, by the MANAGER from such Gross Income. Unless the OWNER shall provide
such insurance and furnish such certificate and policy within ten (l0) days from
the date of this Agreement, the MANAGER may, in its sole discretion, but shall
not be obligated to, place said insurance and charge the cost thereof to the
account of the OWNER. All such insurance policies shall provide that the MANAGER
shall receive thirty (30) days' written notice prior to cancellation of the
policy. MANAGER shall not be liable for any error of judgment or for any mistake
of fact or law, or for any thing which it may do or refrain from doing, except
in cases of willful misconduct, gross negligence and/or unlawful acts (such
unlawfulness having been adjudicated by a court of proper jurisdiction).

      4.2 OWNER hereby warrants and represents to MANAGER that to the best of
OWNER'S knowledge, neither the Premises, nor any part thereof, has previously
been or is presently being used to treat, deposit, store, dispose of or place
any hazardous substance, that may subject MANAGER to liability or claims under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C.A. Section 9607) or any constitutional provision, statute, ordinance,
law, or regulation of any governmental body or of any order or ruling of any
public authority or official thereof, having or claiming to have jurisdiction
thereover. Furthermore, OWNER agrees to indemnify, protect, defend, save and
hold the MANAGER and all of its shareholders, officers, directors, employees,
agents, successors and assigns harmless from any and all claims, causes of
action, demands, suits, proceedings, loss, judgments, damage, awards, liens,
fines, costs, attorney's fees and expenses, of every kind and nature whatsoever,
involving, concerning or in any way related to any past, current or future
allegations regarding treatment, depositing, storage, disposal or placement by
any party other than MANAGER of hazardous substances on the Premises.


                                       13
<PAGE>

      4.3 To give adequate advance written notice to the MANAGER if the OWNER
desires that the MANAGER make payment, out of Gross Income, to the extent funds
are available after the payment of the MANAGER'S compensation as contained in
Paragraph 5 and all operational expenses, of mortgage indebtedness, general
taxes, special assessments, or fire, boiler or any other insurance premiums. In
no event shall the MANAGER be required to advance its own money in payment of
any such indebtedness, taxes, assessments or premiums.

      5. THE OWNER AGREES TO PAY THE MANAGER, AS A MONTHLY MANAGEMENT FEE
HEREUNDER, an amount no greater than four and one half percent (4 1/2%) of Gross
Income for the month for which the payment is made, which shall be deducted
monthly by the MANAGER and retained by the MANAGER from Gross Income prior to
payment to OWNER of Net Proceeds. Such Management Fee shall be compensation for
those services specified herein. Any services beyond those specified herein,
such as sales brokerage, construction management, loan origination and
servicing, property tax reduction and risk management services, shall be
performed by MANAGER and compensated by OWNER only if the parties agree on the
scope of such work and provided that the compensation to be paid therefor will
not exceed 90% of that which would be paid to unrelated parties providing such
services and provided further that all such compensation must be approved by a
majority of the independent directors of OWNER. OWNER acknowledges and agrees
that MANAGER may pay or assign all or any portion of its Management Fee to a
Submanager as described in section 3.9 hereof.

      5.1 MANAGER shall retain all administrative charges actually collected
from tenants in connection with annual common area maintenance reconciliations
and tenant chargebacks for same.

            6. IT IS MUTUALLY AGREED THAT:

      6.l OWNER shall designate one (1) person to serve as OWNER'S
Representative in all dealings with MANAGER hereunder. Whenever the notification
and reporting to OWNER or the


                                       14
<PAGE>

approval, consent or other action of OWNER is called for hereunder, any such
notification and reporting if sent to or specified in writing to the OWNER'S
Representative, and any such approval, consent or action if executed by OWNER'S
Representative, shall be binding on OWNER. The OWNER'S Representative shall be:

         Name                                        Address
----------------------------------          ---------------------------
Roberta S. Matlin                           2901 Butterfield Road
                                            Oak Brook, Illinois  60523

      The OWNER'S Representative may be changed at the discretion of the OWNER,
at any time and from time to time, and shall be effective upon MANAGER'S receipt
of written notice of the new OWNER'S Representative.

      6.2 The OWNER expressly withholds from the MANAGER any power or authority
to make any structural changes in any building or to make any other major
alterations or additions in or to any such building or equipment therein, or to
incur any expense chargeable to the OWNER, other than expenses related to
exercising the express powers above vested in the MANAGER without the prior
written direction of the OWNER'S Representative, except such emergency repairs
as may be required to ensure the safety of persons or property or which are
immediately necessary for the preservation and safety of the Premises or the
safety of the tenants and occupants thereof or are required to avoid the
suspension of any necessary service to the Premises. The person identified above
as the OWNER'S Representative (and any designated successor or successors to
such OWNER'S Representative) shall be the OWNER'S exclusive representative for
all purposes hereof, and the MANAGER shall have the absolute right to rely upon
all decisions, approvals and directions of such person. Such representative
shall have the right to designate a successor representative by written notice
to the MANAGER.


                                       15
<PAGE>

      6.3 The MANAGER shall be responsible for notifying OWNER in the event it
receives notice that any building on the Premises or any equipment therein does
not comply with the requirements of any statute, ordinance, law or regulation of
any governmental body or of any public authority or official thereof having or
claiming to have jurisdiction thereover. MANAGER shall promptly forward to the
OWNER any complaints, warnings, notices or summonses received by it relating to
such matters. The OWNER represents that to the best of its knowledge the
Premises and such equipment comply with all such requirements and authorizes the
MANAGER to disclose the OWNER of the Premises to any such officials and agrees
to indemnify, protect, defend, save and hold the MANAGER and the other
Indemnified Parties harmless of and from any and all Losses which may be imposed
on them or any of them by reason of the failure of OWNER to correct any present
or future violation or alleged violation of any and all present or future laws,
ordinances, statutes, or regulations of any public authority or official
thereof, having or claiming to have jurisdiction thereover, of which it has
actual notice.

      6.4 In the event it is alleged or charged that any building on the
Premises or any equipment therein or any act or failure to act by the OWNER with
respect to the Premises or the sale, rental, or other disposition thereof fails
to comply with, or is in violation of, any of the requirements of any
constitutional provision, statute, ordinance, law, or regulation of any
governmental body or any order or ruling of any public authority or official
thereof having or claiming to have jurisdiction thereover, and the MANAGER, in
its sole and absolute discretion, considers that the action or position of the
OWNER, with respect thereto may result in damage or liability to the MANAGER,
the MANAGER shall have the right to cancel this Agreement at any time by written
notice to the OWNER of its election so to do, which cancellation shall be
effective upon the service of such notice. Such notice may be served personally
or by registered mail, on or to the person named to


                                       16
<PAGE>

receive the MANAGER'S monthly statement at the address designated for such
person as provided in Paragraph 6.1 above, and if served by mail shall be deemed
to have been served when deposited in the mails. Such cancellation shall not
release the indemnities of the OWNER set forth in this Agreement, including, but
not limited to, those set forth in Paragraphs 1, 3.2, 4.1, 4.2 and 6.3 above and
shall not terminate any liability or obligation of the OWNER to the MANAGER for
any payment, reimbursement, or other sum of money then due and payable to the
MANAGER hereunder.

      6.5 All personnel expenses, including but not limited to, wages, salaries,
insurance, fringe benefits, employment related taxes and other governmental
charges, shall be charges incurred in connection with the Premises for purposes
of Paragraph 3.4 hereof, to the extent such expenses are apportioned by the
MANAGER to services rendered for the benefit of the Premises. The number and
classification of employees serving the Premises shall be as determined by the
MANAGER to be appropriate for the proper operation of the Premises; provided
that the OWNER may request changes in the number and/or classifications of
employees, and the MANAGER shall make such changes unless in its judgment the
resulting level of operation and/or maintenance of the Premises will be
inadequate. The MANAGER shall honor any collective bargaining contract covering
employment at the Premises which is in effect upon the date of execution of this
Agreement; provided that the MANAGER shall not assume or otherwise become a
party to such contract for any purpose whatsoever and all personnel subject to
such contract shall be considered the employees of the Premises and not the
MANAGER.

      7. The OWNER shall pay or reimburse the MANAGER for any sums of money due
it under this Agreement for services and advances prior to termination of this
Agreement. All provisions of this Agreement that require the OWNER to have
insured, or to protect, defend, save,


                                       17
<PAGE>

hold and indemnify or to reimburse the MANAGER shall survive any expiration or
termination of this Agreement and, if MANAGER is or becomes involved in any
claim, proceeding or litigation by reason of having been the MANAGER of the
OWNER, such provisions shall apply as if this Agreement were still in effect.
The parties understand and agree that the MANAGER may withhold funds for sixty
(60) days after the end of the month in which this Agreement is terminated to
pay bills previously incurred but not yet invoiced and to close accounts. Should
the funds withheld be insufficient to meet the obligation of the MANAGER to pay
bills previously incurred, the OWNER will upon demand advance sufficient funds
to the MANAGER to ensure fulfillment of MANAGER'S obligation to do so, within
ten (10) days of receipt of notice and an itemization of such unpaid bills.

      8. Nothing contained herein shall be construed as creating any rights in
third parties who are not the parties to this Agreement, nor shall anything
contained herein be construed to impose any liability upon OWNER or MANAGER for
the performance by the OWNER or MANAGER under any other agreement they have
entered into or may in the future enter into, without the express written
consent of the other having been obtained. Nothing contained in this Agreement
shall be deemed or construed to create a partnership or joint venture between
OWNER and MANAGER or to cause either party to be responsible in any way for the
debts or obligations of the other or any other party (but nothing contained
herein shall affect MANAGER'S responsibility to transmit payments for the
account of OWNER as provided herein), it being the intention of the parties that
the only relationship hereunder is that of MANAGER and principal.


                                       18
<PAGE>

      9. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited or invalid under such
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. This Agreement, its validity,
performance and enforcement shall be construed in accordance with, and governed
by, the laws of the State in which the Premises are located.

      10. This Agreement shall be binding upon the successors and assigns of the
MANAGER and the heirs, administrators, executors, successors, and assignees of
the OWNER. This Agreement contains the entire Agreement of the parties relating
to the subject matter hereof, and there are no understandings, representations
or undertakings by either party except as herein contained. This Agreement may
be modified solely by a written agreement executed by both parties hereto.

      11. If any party hereto defaults under the terms or conditions of this
Agreement, the defaulting party shall pay the non-defaulting party's court costs
and attorney's fees incurred in the enforcement of any provision of this
Agreement.

      12. The failure of either party to this Agreement to, in any one or more
instances, insist upon the performance of any of the terms, covenants or
conditions of this Agreement, or to exercise any rights or privileges conferred
in this Agreement, shall not be construed as thereafter waiving any such terms,
covenants, conditions, rights or privileges, but the same shall continue in full
force and effect as if no such forbearance or waiver had occurred.


                                       19
<PAGE>

      13. This Agreement is deemed to have been drafted jointly by the parties,
and any uncertainty or ambiguity shall not be construed for or against either
party as an attribution of drafting to either party.

      14. All notices given under this Agreement shall be sent by certified
mail, return receipt requested, sent by facsimile transmission, or hand
delivered at:

<TABLE>
<CAPTION>
FOR OWNER:                                  FOR MANAGER:
<S>                                         <C>
Inland Southeast _______________, L.L.C.    Inland Southeast Property Management Corp.
ATTN: Roberta S. Matlin                     ATTN: Thomas P. McGuinness, President
2901 Butterfield Road                       2901 Butterfield Road
Oak Brook, Illinois  60523                  Oak Brook, Illinois 60523
Fax: #630/218-4935                          Fax: #630/218-4928
</TABLE>


                                       20
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have affixed or caused to be
affixed their respective signatures this ___ day of ________, ____. MANAGER:
OWNER:

INLAND SOUTHEAST PROPERTY              INLAND SOUTHEAST ______________, L.L.C.,
MANAGEMENT CORP.                       a __________ limited liability company


                                       By:  INLAND RETAIL REAL ESTATE
By:                                         LIMITED
   -------------------------------          PARTNERSHIP, an Illiniois
Its:                                        limited partnership, its sole member
   -------------------------------
                                            BY: INLAND RETAIL REAL ESTATE
                                                TRUST, INC., its general partner

                                                By:
                                                   ----------------------------
                                                        Roberta S. Matlin

                                                   Its:
                                                       ------------------------


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