<PAGE>
                                                                 EXHIBIT 10.3(b)

                           MASTER MANAGEMENT AGREEMENT

      This Master Management Agreement (this "Agreement") is entered into as of
the 9th day of January, 2002, by and between Inland Retail Real Estate Trust,
Inc., a Maryland corporation (the "Company"), and Inland Southern Management
LLC, a Delaware limited liability company (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"); and,

      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;

      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
all states of the United States, except Florida, (collectively, 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.

      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
<PAGE>
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. Except for an assignment of this Agreement by Manager to a
Conversion Entity, this Agreement may not be assigned by either party without
the prior written consent of the other party. A Conversion Entity is a
corporation created by the conversion of Manager from a limited liability
company to a corporation. In the event of the assignment of this Agreement to a
Conversion Entity, the terms "Managing Committee" and "Members" used herein
shall be read as "Board of Directors" and "shareholders", respectively. The Term
of this Agreement shall begin as of the date hereof 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.


                                       2
<PAGE>
      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 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 Southern Management LLC
                  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.

      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 Southern Management LLC

                                          By: /s/ Thomas B. McGuinness
                                             ---------------------------------
                                                  Its: President


                                       3
<PAGE>
                                                                       EXHIBIT A

                              MANAGEMENT AGREEMENT


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

      1. OWNER hereby employs the MANAGER exclusively to rent, lease, operate
and manage the property commonly known as _____________________ and located in
__________, _________, 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 _____________, 2002 and
ending on the _____ day of _____________, 200__ and thereafter for three
successive three year renewal periods, with the first such three year renewal
period commencing on _____________ of 200__ and ending on _____________ of
200__, 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


                                       4
<PAGE>
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 ( 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


                                       5
<PAGE>
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 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 _________, 2001 and ending on __________, 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


                                       6
<PAGE>
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 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


                                       7
<PAGE>
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, 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


                                       8
<PAGE>
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 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


                                       9
<PAGE>
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.

      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 therefore 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


                                       10
<PAGE>
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 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


                                       11
<PAGE>
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 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.


                                       12
<PAGE>
      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, Submanagers,
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 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


                                       13
<PAGE>
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.

      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


                                       14
<PAGE>
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.


                                       15
<PAGE>
      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 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


                                       16
<PAGE>
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.

      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


                                       17
<PAGE>
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 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.


                                       18
<PAGE>
      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, 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


                                       19
<PAGE>
herein), it being the intention of the parties that the only relationship
hereunder is that of MANAGER and principal.

      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.


                                       20
<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 Southern Management LLC
ATTN: Roberta S. Matlin                     ATTN: Louis Quilici, President
2901 Butterfield Road                       2901 Butterfield Road
Oak Brook, Illinois  60523                  Oak Brook, Illinois 60523
Fax: #630/218-4935                          Fax: #630/218-4935
</TABLE>


                                       21
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have affixed or caused to be
affixed their respective signatures this ______ day of __________, 2002.


MANAGER:                                OWNER:

INLAND SOUTHERN MANAGEMENT              INLAND SOUTHEAST ______________,
L.L.C.,
LLC, a Delaware limited liability       a ___________ limited liability company
company

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

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

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


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