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                                                                  Exhibit 10.121

PAGE 1

                                           FEBRUARY 4, 2004

Majors & Majors (Broker)                   Sadkin-Brewer No. 2
Attn: Jerry Reese                          Limited Partnership (Seller)
4100 Spring Valley Road, Suite 316         5220 McKinney Avenue, Suite 301
Dallas, Texas 75244                        Dallas, Texas 75205
(972) 387-8400                             (214) 521-7707

     RE:   BLUEBONNET PARC SHOPPING CENTER
           BATON ROUGE, LA.

Dear Mr. Reese:

     This letter ("Letter Agreement") represents this corporation's offer to
purchase the Bluebonnet Parc Shopping Center (the "Property") consisting of
approximately 135,289 net rentable square feet, situated on approximately 17
acres of land, located on Ring Road at the Mall of Louisiana, Baton Rouge,
Louisiana, more particularly described on Exhibit B attached hereto.

   The above property shall include all the land and buildings and common
facilities, as well as all of Seller's right title and interest in and to all
intangible rights relating to the property. Seller represents and warrants that
it does not own tangible personal property in connection with the shopping
center, nor does it store any on site.

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

   1.   The total purchase price shall be $22,000,000.00 all cash, plus or minus
        prorations, with NO MORTGAGE CONTINGENCIES, to be paid at CLOSING 30
        BUSINESS DAYS following the acceptance of this agreement (see Paragraph
        10).

   2.   Seller represents and warrants (TO THE BEST OF THE SELLER'S KNOWLEDGE),
        that the above referenced property is leased to the tenants described on
        Exhibit A on leases covering the building and all of the land, parking
        areas, reciprocal easements and REA agreements (if any), for the entire
        terms and option periods contained in such leases. Any concessions given
        to any tenants that extend beyond the closing day shall be settled at
        closing by Seller giving a full cash credit to Purchaser for any and all
        of those concessions.

   3.   Seller warrants and represents that Seller has received no written
        notice that the property is not free of violations or that the property
        is not in full compliance with Federal, State, City, and County
        ordinances, environmental laws and concerns, and (TO THE BEST OF
        SELLER'S KNOWLEDGE) the interior and exterior structures are in a good
        state of repair, free of leaks and structural problems, and no one has a
        lease that exceeds the lease term stated in said leases, nor does anyone
        have an option or right of first refusal to purchase or extend (EXCEPT
        SUCH EXTENSIONS PROVIDED IN THE LEASES), nor is there any contemplated
        condemnation of any part of the property, except for the 1-10 taking, a
        taking of the connector road, ring road, or an enforcement of the
        drainage servitude behind the Best Buy premises, nor are there any
        current or contemplated assessments.

   4.   Seller warrants and represents (TO THE BEST OF THE SELLER'S KNOWLEDGE),
        that during the term of the leases the tenants and guarantors are
        responsible for and pay all operating expenses relating to the property
        on a prorata basis, including but not limited to, real estate taxes, REA

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PAGE 2

        agreements, utilities, insurance, all common area maintenance, parking
        lot and the building, etc., only as set forth in the Leases.

        Prior to closing, Seller shall not enter into or extend any agreements
        without Purchaser's approval and any contract presently in existence not
        accepted by Purchaser shall be terminated by Seller at Closing, but not
        before. Any work presently in progress on the property shall be
        completed by Seller prior to closing or, at Purchaser's option, Seller
        may credit Purchaser in cash with an amount required to finish said
        work.

   5.   Ten (10) days prior to closing Seller shall furnish Purchaser with
        estoppel letters acceptable to Purchaser from all tenants, guarantors,
        and parties to reciprocal and/or operating easement agreements, if
        applicable.

   6.   Seller is responsible for payment of any LEASING BROKERAGE FEES or
        commissions which are due any leasing brokers for the existing leases
        stated above or for the renewal of same.

   7.   This offer is subject to Seller supplying to Purchaser prior to closing
        a certificate of insurance from the tenants and guarantors in the form
        and coverage acceptable to Purchaser for the closing.

   8.   Seller shall supply to Purchaser 10 days from the date of full execution
        of this Letter Agreement a copy of Seller's existing environmental
        report.

   9.   The above sale of the real estate shall be consummated by conveyance of
        an act of cash sale in the form attached as Exhibit C from Seller to
        Purchaser's designee, with the Seller paying any city, state, or county
        transfer taxes for the closing, and Seller agrees to cooperate with
        Purchaser's lender, if any, and the money lender's escrow.

   10.  The closing shall occur through Chicago Title & Trust Company ("Chicago
        Title"), in Chicago, Illinois with Nancy Castro as Escrowee, 30 business
        days following acceptance of this agreement, at which time title to the
        above property shall be merchantable; i.e., free and clear of all liens,
        encroachments and encumbrances (other than the Deed Exceptions and those
        approved by Purchaser), and an ALTA form B owner's title policy with
        complete extended coverage and required endorsements, waiving off all
        construction (Private Works Act) liens, including 3.1 zoning including
        parking and loading docks, and insuring all improvements as legally
        conforming uses and not as non-conforming or conditional uses, paid by
        Purchaser, shall be issued, with all warranties and representations
        being true now and at closing, and each party shall be paid in cash
        their respective credits, including, but not limited to, security
        deposits, rent and expenses, with a proration of real estate taxes (all
        as set forth in the Addendum attached hereto) with a later reproration
        of taxes when the actual bills are received. At closing, no credit will
        be given to Seller for any past due, unpaid or delinquent rents.

        Notwithstanding anything contained herein to the contrary, the Act of
        Cash Sale shall contain (i) the Deed Exceptions as more particularly
        described in Exhibit D attached hereto and made a part hereof for all
        purposes ("Deed Exceptions") and (ii) any additional Permitted
        Exceptions not contained within such Deed Exceptions.

   11.  This offer is subject to Purchaser receiving, prior to closing, an
        appraisal of the property acceptable to Purchaser or Purchaser's lender,
        if any, at Purchaser's cost.

   12.  Neither Seller (Landlord) or any tenant and guarantor shall be in
        default on any lease or agreement at closing, nor is there any
        threatened or pending litigation of which Seller has received notice.

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PAGE 3

   13.  Prior to closing, Seller shall furnish to Purchaser copies of all
        guarantees and warranties which Seller received from any and all
        contractors and sub-contractors pertaining to the property. This offer
        is subject to Purchaser's satisfaction that all guarantees and
        warranties survive the closing and are assignable and transferable to
        any titleholder now and in the future.

   14.  Seller shall be responsible for payment of a real estate brokerage
        commission, as per their agreement to Majors & Majors. Said commission
        shall be paid through the closing escrow.

   15.  Fifteen (15) days prior to closing, Seller shall provide a current Urban
        ALTA/ACSM spotted survey in accordance with the minimum standard detail
        requirements for ALTA/ACSM Land Title surveys jointly established and
        adopted by ALTA and ACSM in 1999 and includes all Table A optional
        survey responsibilities and acceptable to Purchaser and the title
        company.

   This offer is, of course, predicated upon the Purchaser's review and written
approval during the Feasibility Period (defined in the Addendum attached hereto)
of the existing leases, new leases, lease modifications (if any), all tenant
correspondence, REA agreements, tenants' and guarantors' financial statements,
sales figures, representations of income and expenses made by Seller, site
inspection, environmental, appraisal, and Seller executing and delivering a
letter addressed to Purchaser's auditors in the form of Exhibit E attached
hereto in order to facilitate a post closing audit. Seller agrees to cooperate,
at no expense to Seller, with Purchaser and Purchaser's auditors in the conduct
of such audit.

   If this offer is acceptable, please the original of this letter and initial
each page, keeping copies for your files and returning the original to me by
February 4, 2004.

                                          Sincerely,

ACCEPTED: Sadkin-Brewer                   INLAND REAL ESTATE ACQUISITIONS, INC.
No.2, Limited Partnership                 or nominee
By: GSDB No. 2, Inc., its general partner

By:    /s/ David J. Brewer
      -------------------------      /s/ Steven D. Sanders
Name:  David J. Brewer
Title: President                     Steven D. Sanders
Date:  February 4, 2004              Sr. Vice President
      -------------------------

                                     G. Joseph Cosenza
                                     Vice Chairman

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                                    EXHIBIT A

BLUEDONNET PARO
RATON NOUGE, LOUISIANA

<Table>
<Caption>
                                          PRIMARY                                  ANNUAL        LEASE        LEASE
ADDRESS           TENANT      SIZE/B.F.   TERM/YRS     YEARS         RENTED         RENT       CONVEYANCE     EXPIR       OPTIONS
------------  --------------  ---------  ---------  ------------  -----------  --------------  -----------  ----------- ------------
<S>           <C>              <C>           <C>      <C>            <C>       <C>             <C>          <C>         <C>
    5913      Best Buy          45,439       15         1-5          $  13.00      690,408.00   1/23/02      1/31/17    Three, 5 yr.
              Company                                   6-10         $  13.50      813,113.00
                                                        11-15        $  14.25      847,178.00
                                                      0, 18-20       $  15.25      612,894.84
                                                      0, 21-25       $  16.25      723,000.94
                                                      0, 28-30       $  17.25      783,420.00

[ILLEGIBLE]   Linen 'n Things   32,413       11         1-6          $  11.50      572,807.00  [ILLEGIBLE]   1/11/14    Three, 5 yr.
                                                        7-11         $  12.50      484,758.00
                                                      0, 12-16       $  13.50      487,130.00
                                                      0, 17-21       $  14.50      488,110.00
                                                      0, 22-28       $  15.16     [ILLEGIBLE]

  5916 C-3    Lifeway            9,181       10         1-5          $  16.50     [ILLEGIBLE]   10/00/02     12/31/12   Two, 5 yr.
              Christian                                 6-10         $  17.05      158,195.05
              Bookstore                               0, 11-15       $  18.75      171,800.30
                                                      0, 18-20       $  20.82     [ILLEGIBLE]


  5916 C-2    The Mens           4,873       11         1-5          $  20.00       91,490.00   10/13/02    [ILLEGIBLE] Two, 5 yr.
              Wearhouse,Inc.                            7-11         $  21.00      104,423.00
                                                      0, 12-16       $  22.00      108,490.00
                                                      0, 17-21       $  25.00      114,379.00

  5913 C-1    David's Bridal     9,088       19         1-5          $  16.00      158,968.00   10/1/02      10/1/10    Two, 5 yr.
                                                        6-10         $  17.00      178,000.00
                                                      0, 11-15       $  18.38      183,000.00
                                                      0, 18-20       $  21.30      213,000.00

    5910      Cost Plan         14,380       11         1-5          $  14.00      258,200.00   12/11/02     1/31/13    Three, 5 yr.
                              --------                  7-11         $  14.50      215,250.00
                                                      0, 12-16       $  15.50     [ILLEGIBLE]
                                                      0, 17-21       $  16.50      801,950.00
                                                      0, 22-28       $  17.50  $   320,250.00
                                                                               --------------
TOTALS                         120,222                                           1,820,438.10
</Table>

<Page>

                                    ADDENDUM

     THIS ADDENDUM is attached to and made a part of that certain Letter
Agreement (the "Letter Agreement") dated February 4, 2004 prepared and delivered
by Inland Real Estate Acquisitions, Inc. (the "Purchaser") and addressed to
Sadkin-Brewer No. 2 Limited Partnership (the "Seller").

                                    RECITALS:

     A.   Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning ascribed thereto in the Letter Agreement. The Letter
Agreement together with this Addendum shall be collectively referred to as the
"Purchase Agreement".

     B.   In the event of a conflict between the terms and conditions of the
Letter Agreement and the terms and conditions of this Addendum, the terms and
conditions of this Addendum shall control.

     NOW THEREFORE, in consideration of the mutual terms, provisions, covenants,
and agreements set forth within the Letter Agreement and this Addendum, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Purchaser and Seller agree as follows:

   1. DEPOSIT. Within ten (10) days from the date hereof, Purchaser shall
deposit the sum of $100,000 (the "Deposit") into a joint order escrow with
Chicago Title. The Deposit shall not be earnest money.

      Unless otherwise provided for herein, if the transaction contemplated
hereby is not consummated by reason of Purchaser's breach or other failure to
timely perform all obligations and conditions to be performed by Purchaser,
Seller may, as Seller's sole and exclusive remedy, terminate this Purchase
Agreement and receive the Deposit as liquidated damages; Purchaser and Seller
hereby agree that actual damages would be difficult or impossible to ascertain
and such amount is a reasonable estimate of the damages for such breach or
failure and Purchaser shall immediately execute whatever release (if any) is
required by Chicago Title. If the transaction contemplated hereby is not
consummated by reason of Seller's breach or other failure to timely perform all
obligations and conditions to be performed by Seller, Purchaser may, as its sole
and exclusive remedy, either (i) enforce specific performance of Seller's
obligations hereunder, subject to title objections which Seller has no
obligation to cure or correct, or (ii) terminate this Purchase Agreement and
receive the Deposit.

  2.  TITLE AND SURVEY. Within five (5) business days of Purchaser's receipt of
(i) a commitment for an ALTA Owners Title Insurance Policy for the Property in
conformity with paragraph 10 of the Letter Agreement (the "Title Commitment")
together with legible copies of any and all title exception documents referenced
therein; and (ii) the Survey required to be delivered by Seller pursuant to
paragraph 15 of the Letter Agreement (the "Survey"), Purchaser may deliver to
Seller a notice (the "Title and Survey Notice") identifying any matters
referenced in or shown on the Title Commitment and/or the Survey (including,
without limitation, the Deed Exceptions) that are not acceptable to Purchaser in
its sole and absolute discretion (the

<Page>

"Title/Survey Objections"). All other matters shown and referenced thereon and
therein shall be deemed "Permitted Exceptions".

      If Purchaser shall deliver a Title and Survey Notice to Seller in
accordance with the foregoing, Seller shall, within five (5) days after receipt
of such notice, notify Purchaser in writing whether Seller intends to cause any
Title/Survey Objections to be removed, obtain affirmative title insurance
acceptable to Purchaser with respect thereto, or take no further action. In the
event Seller elects to take no further action, Purchaser may elect to either
terminate the Purchase Agreement and receive a return of the Deposit or waive
the Title/Survey Objections whereupon they shall be deemed Permitted Exceptions.

  Notwithstanding the foregoing, Seller shall be obligated to remove any
Title/Survey Objections relating to mortgages or monetary liens incurred or
assumed by Seller that can be satisfied solely by the payment of money.

   3. FEASIBILITY PERIOD. The "Feasibility Period" shall commence on the date
the Purchase Agreement is accepted by Seller and end at 5:00 p.m. Central Time
on that date which is thirty (30) days later. If for any reason whatsoever, or
no reason at all, Purchaser, in its sole and absolute discretion, is not
satisfied with the Property, the condition of title thereto, or the Submission
Matters (defined below), then Purchaser may elect, at its option, to terminate
this Purchase Agreement by delivering notice of termination to Seller prior to
the expiration of the Feasibility Period.

   4. PURCHASER'S INSPECTION. At all times after the date of this Purchase
Agreement, Purchaser and its consultants, contractors, attorneys, advisers,
employees, directors, officers, lenders and prospective lenders, appraisers,
agents and representatives (collectively, the "Purchaser Parties") shall have
the right to enter upon the Property and to inspect, test, investigate and
survey: (i) the Property, (ii) all of Seller's financial records pertaining to
the operation of the Property, (iii) photocopies of all leases and contracts in
the possession of Seller, and (iv) other files and records in Seller's
possession or control other than attorney-client privileged information and
information dealing with potential sales, and Seller's evaluations of the
economics or value of the Property. The foregoing may be done at any reasonable
time during ordinary business hours upon not less than twenty-four (24) hours
prior notice to Seller, at Purchaser's sole cost and in a manner not disruptive
to tenants or the operation of the Property. Notwithstanding the foregoing,
Purchaser must obtain Seller's prior written approval (not to be unreasonably
withheld) of the scope and method of any third party inspection, testing or
investigation of the Property (other than a Phase I environmental inspection and
customary physical inspection) including, but without limitation, any invasive
testing, any inspection which would involve taking subsurface borings or related
investigations or any inspection which would materially alter the physical
condition of the Property. Seller and its representatives, agents, and/or
contractors shall have the right to be present during any testing,
investigation, or inspection of the Property. In no event shall Purchaser or any
of its agents, representatives or independent contractors contact any tenant at
the Property directly without prior notice to Seller.

      All information provided by Seller to Purchaser or obtained by Purchaser
relating to the Property in the course of Purchaser's review, including, without
limitation, any environmental

<Page>

assessment, property condition investigation or audit shall be treated as
confidential information by Purchaser provided, however, Purchaser may disclose
such information to the Purchaser Parties in connection with this transaction
and Purchaser shall instruct the Purchaser Parties as to the confidentiality of
all such information. In the event that this transaction is not closed for any
reason, then Purchaser shall maintain the confidentiality of such information,
shall require the Purchaser Parties not to disclose any such information to any
other party, except as may be required by law or judicial order, and shall, upon
Seller's written request, return all information provided by Seller.

      Purchaser shall restore the Property to its condition existing immediately
prior to Purchaser's inspection, testing, investigation and survey thereof, and
Purchaser shall be liable for all damage or injury to any person or property
resulting from, relating to or arising out of any such inspection, testing,
investigation or survey, whether occasioned by the acts or Purchaser or any of
its employees, agents, representatives or contractors, except for any liability
arising out of the discovery of pre-existing conditions on the Property, and
Purchaser shall indemnify, defend and hold harmless Seller and its agents,
employees, officers, directors, and affiliates from any liability resulting
therefrom. This indemnification by Purchaser shall survive the Closing or the
termination of this Purchase Agreement, as applicable, for a period of one year.

   5. DUE DILIGENCE DELIVERIES. Seller shall deliver to Purchaser within five
(5) business days after the execution of this Purchase Agreement, copies of the
following (the "SUBMISSION MATTERS"), to the extent (and only to the extent)
that such items are in Seller's actual possession or the possession of its
management company or any affiliate thereof:

      (a) copies of the leases (and all amendments thereto) affecting the
          Property;

      (b) a copy of its landscaping contract;

      (c) all licenses and permits with respect to the ownership and operation
          of the Property, including, but not limited to, building permits and
          certificates of occupancy;

      (d) to the extent in Seller's possession, all warranties and guaranties
          relating to the Property;

      (e) operating statement for the year 2003;

      (f) a copy of the wetlands mitigation information;

      (g) Seller's existing survey;

      (h) written notices pertaining to any pending or threatened condemnation
          action; and

      (i) those additional items listed on the due diligence list attached
          hereto as Schedule I.

<Page>

      Any failure of Seller to timely deliver any of the Submission Matters
shall extend the Feasibility Period beyond the period prescribed in this
Purchase Agreement for a number of days equal to the delay in Seller's delivery,
not to exceed thirty (30) days.

      EXCEPT WITH RESPECT TO ITEMS (A) AND (E) SET FORTH ABOVE, AND SCHEDULE I
ITEMS A(1), A(2), A(5), AND A(10)(C) AND (D), SELLER MAKES NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE
INFORMATION CONTAINED IN THE SUBMISSION MATTERS OR THE SOURCE THEREOF OR THAT
THE SUBMISSION MATTERS CONSTITUTE ALL RECORDS REGARDING THE PROPERTY. PURCHASER
FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT,
THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS
OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF LOUISIANA,
EAST BATON ROUGE PARISH OR THE CITY OF BATON ROUGE, OR ANY OTHER AUTHORITY OR
JURISDICTION.

   6. CLOSING. At Closing, Seller shall execute and deliver and Purchaser shall
execute and acknowledge (a) an Assignment and Assumption Agreement in the form
of Exhibit F attached hereto, and (b) an Assignment and Assumption of Leases in
the form of Exhibit G attached hereto.

   7. DISCLAIMERS. Except as expressly provided in this Purchase Agreement,
Seller has made no representation, warranty or guaranty, express or implied,
oral or written, past, present or future, of, as to, or including: (i) the
condition or state of repair of the Property, including, without limitation, any
hazardous materials (which includes all substances listed as such by applicable
law, all pollutants or asbestos and naturally-occurring but harmful substances
such as methane or radon) on, in, under, above, upon or in the vicinity of the
Property; (ii) the quality, nature, adequacy, and physical condition of the
Property, including but not limited to, the structural elements, environmental
issues, appurtenances, access, landscaping, parking facilities and the
electrical, mechanical, plumbing, sewage and utility systems and facilities;
(iii) the quality, nature, adequacy and physical condition of soils and geology
and the existence of ground water, (iv) the existence, quality, nature, adequacy
and physical conditions of utilities serving the Property; (v) the development
potential of the Property, its habitability, merchantability, or the fitness,
suitability or adequacy of Property for any particular purpose; (vi) the zoning
or other legal status of the Property; (vii) the Property or its operations'
compliance with any applicable codes, laws, regulations, statues, ordinances,
covenants, conditions, and restrictions of any governmental or
quasi-governmental entity or of any other person or entity, (viii) the quality
of any labor and materials. Seller and Purchaser agree that this provision shall
survive the execution of this agreement and the closing of the sale of the
Property.

      Purchaser hereby expressly waives and denounces, any and all rights in
redhibition pursuant to Louisianan Civil Code Article 2520, et seq., the
warranty imposed by Louisiana Civil Code Article 2475(except with respect to
title), and its ability to rescind the sale of the Property or seek a reduction
in the Purchase Price for any reason whatsoever, and Purchaser hereby releases
Seller from any and all liability whatsoever in connection therewith. All
implied warranties with respect to the condition of the Property, including
those related fitness for a

<Page>

particular purpose, will be, and are hereby disclaimed by Seller in any
controversy, claim, demand, or litigation arising from or in connection with the
Property. The Act of Cash Sale shall contain "as is" language. Purchaser hereby
acknowledges that the foregoing provisions have been brought to the attention of
Purchaser with and to the terms of these provisions are an integral part of this
sale, without which this sale would not have been entered into by Seller, and
the Purchase Price reflects and takes into consideration these provisions.

     8.   CLOSING CREDITS AND PRORATIONS. At closing:

          (a)  Purchase and Seller shall prorate real estate taxes for the year
               of the Closing using the amount due for the year immediately
               preceding the Closing (or for the year of Closing, if available).
               Purchaser shall receive a credit in the amount of such real
               estate taxes less the amount payable by tenants that, pursuant to
               their leases, are required to pay the landlord their prorata
               share annually upon presentment of the real estate tax bill.
               Purchaser shall not receive a credit for real estate taxes paid
               to the Seller as landlord by tenants required to pay a monthly
               estimate of their prorata share of real estate taxes. However, in
               the event that Purchaser determines that the monthly amount paid
               by any such tenant (s) exceeds their proportionate share after
               reconciling each tenants account for the year of the Closing,
               Seller shall immediately pay Purchaser such overpayment upon
               receipt of Purchasers reconciliation statement. Real estate taxes
               are subject to reproration between Purchaser and Seller upon
               receipt of the real estate tax bill for the year of the Closing
               and each party agrees to make immediate payment to the party owed
               any reprorated amount; provided, however, if any amount is owed
               by Seller, Purchaser shall have first made a written demand upon
               any tenant which may be liable under its lease for such amount;
               and

          (b)  Seller shall credit Purchaser all amounts collected from tenants
               under the leases for insurance and common area charges and
               expenses, minus the actual amount of charges and expenses
               expended by Seller for the period prior to closing.

       9. ESCROW DEPOSITS. At closing, Seller shall deposit, with Chicago Title,
          the following:

          (a)  An amount (the "Leasing Deposit") equal to:

               (i)  $16.00 per square foot plus actual annual triple net charges
                    (to be reasonably determined by Seller and Purchaser at
                    Closing) multiplied by 1.5 with respect to that certain
                    vacant space (the "Brook Mays Space") which it is currently
                    anticipated Brooks Mays shall lease aggregating 8,000 square
                    feet, (which amount may be adjusted before or after Closing
                    based upon actual measurement); and

               (ii) $215,565.00 representing $20.53 per square foot for a
                    certain 7,000 square foot vacant space at the property
                    computed on the basis of 18 months.

<Page>

          (b)  An amount (the "TI/Leasing Deposit") equal to:

               (i)  $126,000.00 representing $18.00 per square foot for the
                    7,000 square foot vacant space at the Property; and

               (ii) all amounts due any party for tenant improvements or leasing
                    commissions pursuant to an executed lease and leasing
                    agreement pertaining to the Brook Mays Space or,
                    alternatively, if no lease is executed prior to closing with
                    respect thereto, an amount equal to $18.00 per square foot
                    for the 8,000 square foot Brook Mays Space.

               The Brook Mays Space and the 7,000 square foot vacant space
               referenced above are hereinafter collectively referred to as the
               "Vacant Space".

               The Leasing Deposit shall be held in escrow by Chicago Title
               subject to the terms and condition of this Agreement and shall be
               disbursed as hereinafter provided. Commencing on the day of
               closing, and continuing on the first day of each calendar month
               thereafter for eighteen (18) months from the Closing Date,
               Purchaser shall be entitled to receive from the Leasing Deposit,
               an amount equal to one eighteenth (1/18) of the initial balance
               of the Leasing Deposit, which monthly payment shall continue
               until the earlier of (x) the date the Leasing Deposit has been
               disbursed in full or (y) with respect to any portion of the
               Vacant Space, the date that that portion of the Vacant Space has
               been leased, all leasing commissions and tenant improvements
               costs and expenses incurred in connection therewith have been
               paid in full, the tenant has occupied the space, is open for
               business, has commenced regularly scheduled monthly rent
               payments, and a certificate of occupancy has been issued (with
               respect to each Vacant Space the "Lease Up Event"). At such time
               as the Lease Up Event has occurred with respect to a particular
               space and Purchaser has received all requisite payments due
               hereunder, the balance of the Leasing Deposit, if any, with
               respect to such space, shall be released to Seller.

               The TI/Leasing Commission Deposit shall be held in escrow by
               Chicago Title subject to the terms and conditions of this
               Purchase Agreement and shall be disbursed as hereinafter
               provided. In the event that a lease is entered into for any
               Vacant Space of the Property, then the leasing commissions and
               tenant improvement costs payable with respect to such lease shall
               be disbursed from the TI/Leasing Commission Deposit to the party
               entitled to receive payment of the same; provided, however, (x)
               disbursements from the TI/Leasing Deposit with respect to tenant
               improvements costs shall be limited to the rate of $15.00 per
               square foot in any one Vacant Space, unless otherwise approved by
               Purchaser, and (y) disbursements from the TI/Leasing Commission
               Deposit with respect to leasing commissions shall be limited to
               the rate of $3.00 per square foot in any one Vacant Space, unless
               otherwise approved by Purchaser. In the event that there are any
               sums remaining in the TI Leasing Deposit on the date which is 18
               months from the Closing Date, then such sums shall be remitted to
               Purchaser.

<Page>

          This Section shall survive the Closing.

     10.  MISCELLANEOUS.

          (a)  This Purchase Agreement shall be construed under and in
               accordance with the laws of the State of Louisiana, and all
               obligations of the parties created hereunder are performable in
               East Baton Rouge Parish, Louisiana.

          (b)  This Purchase Agreement shall be binding upon and inure to the
               benefit of the parties hereto, their respective heirs, executors,
               administrators, legal representatives, successors, and permitted
               assigns. Purchaser shall be permitted to assign this Purchase
               Agreement.

          (c)  In case any one or more of the provisions contained in this
               Purchase Agreement shall for any reason be held to be invalid,
               illegal, or unenforceable in any respect, such invalidity,
               illegality, or unenforceability shall not affect any other
               provision hereof, and this Purchase Agreement shall be construed
               as if such invalid, illegal, or unenforceable provision had never
               been contained herein. Furthermore, in lieu of any such invalid,
               illegal or unenforceable provision, there shall be automatically
               added to this Purchase Agreement a provision as similar to such
               illegal, invalid or unenforceable provision as may be possible
               and be legal, valid and enforceable.

          (d)  This Purchase Agreement constitutes the sole and only agreement
               of the parties hereto with respect to the subject matter hereof
               and supersedes any prior understandings or written or oral
               agreements between the parties respecting the subject matter
               hereof and cannot be changed except by their written consent.

          (e)  Time is of the essence with this Purchase Agreement.

          (f)  Contemporaneously with the execution and delivery of this
               Purchase Agreement, Purchaser has delivered to Seller and Seller
               hereby acknowledges the receipt of a check in the amount of One
               Hundred Dollars ($100.00) ("INDEPENDENT CONTRACT CONSIDERATION"),
               which amount the parties bargained for and agreed to as
               consideration for the Feasibility Period and right to inspect the
               Property granted to Purchaser pursuant to this Purchase
               Agreement. The Independent Contract Consideration is in addition
               to and independent of any other consideration or payment provided
               in this Purchase Agreement, is nonrefundable, and it is fully
               earned and shall be retained by Seller notwithstanding any other
               provision of this Purchase Agreement.

          (g)  Purchaser hereby acknowledges and certifies that it has been
               advised that wastewater collection and treatment is to be
               provided by a private wastewater company and that the City of
               Baton Rouge, Parish of East Baton Rouge, Louisiana is not
               responsible or liable for any maintenance, operation, sewerage
               backups, blockages or power outages or any otter wastewater
               system failure and

<Page>

               that Purchaser shall advise its transferee of such system. This
               statement is made to comply with Unified Development Code Title 7
               Section 14.3(B)(5)(H).

          (h)  At closing, Seller shall deliver to Purchaser notices to tenants
               (the "Tenant Letters") in a form reasonably acceptable to
               Purchaser and Seller and executed by Seller. Purchaser hereby
               expressly agrees, confirms and acknowledges that Purchaser shall
               immediately after Closing deliver the Tenant Letters to the
               respective tenants.

          (i)  Purchaser hereby acknowledges it is (or may be) the intention of
               Seller to complete a deferred exchange and qualify for treatment
               under Internal Revenue Code Section 1031. This exchange shall not
               delay the Closing or cause any additional expense to Purchaser.
               Seller's rights and obligations under this Purchase Agreement may
               be assigned (without relieving Seller of any of its obligations
               hereunder) to a Qualified Intermediary (as defined in IRS
               Regulation 1.1031 (k)-l) of Seller's choice for the purpose of
               completing the exchange. Purchaser agrees to reasonably cooperate
               with Seller and the Qualified Intermediary in a manner reasonably
               necessary to complete this exchange.

     11.  ADDITIONAL REPRESENTATIONS OF SELLER AND PURCHASER.

          (a)  Seller and Purchaser, respectively, are duly organized, validly
               existing and in good standing under the laws of the state of
               their respective organization and has full legal right, power and
               authority to own and hold its properties and carry on its
               business as presently conducted and to execute and deliver this
               Agreement, and all other documents necessary or advisable to
               consummate the transactions contemplated hereby and thereby and
               to perform its obligations and agreements hereunder and
               thereunder.

          (b)  The execution, delivery and performance by Seller and Purchaser
               of this Agreement, and all other documents necessary or advisable
               to consummate the transactions contemplated hereby and thereby
               have been duly authorized by all necessary partnership or
               corporate action and do not violate any provision of any law,
               rule or regulation or the articles of incorporation or bylaws of
               Seller or Purchaser.

          (c)  Execution and Delivery and Binding Effect. This Agreement and all
               other documents necessary or advisable to consummate the
               transactions contemplated hereby and thereby have been, or at the
               Closing will be, duly executed and delivered by Seller and
               Purchaser. This Agreement constitutes, and upon execution by
               Seller and Purchaser, the Act of Sale and all other documents
               necessary or advisable to consummate the transactions
               contemplated thereby, will constitute the legal, valid and
               binding obligations of Seller and Purchaser, as applicable,
               enforceable in accordance with their respective terms.

          (d)  No Authorization Required. No authorization, consent, approval,
               license or exemption of or filing or registration with any court
               or governmental department,

<Page>

               commission, board, bureau, or agency of the State in which the
               Property is located, or the United States, and no further consent
               or approval including, but not limited to, any consent or
               approval of the shareholders, directors, officers, or partners of
               Seller or Purchaser is necessary for the valid execution and
               delivery by Seller and Purchaser of this Agreement, the Act of
               Sale and all other documents necessary or advisable to consummate
               the transactions contemplated hereby and thereby, or the valid
               performance by Seller and Purchaser of its respective obligations
               under this Agreement, the Act of Sale and all other documents
               necessary or advisable to consummate the transactions
               contemplated hereby and thereby.

          (e)  Survival. Unless specifically set forth in this Contract, all of
               Seller's representations, warranties, covenants and indemnities
               (unless sooner terminated pursuant to the terms of this
               Contract), whether created in this Contract or in the documents
               to be executed by Seller at Closing, shall terminate and be of no
               further force and effect one (1) year following the date of
               Closing.

               If, prior to Closing, Purchaser becomes aware, to its actual
               knowledge, without any duty of inquiry, that any of the
               representations or warranties of Seller is untrue, Purchaser
               shall immediately notify Seller, whereupon Purchaser may, at any
               time up to and including the date of Closing, either (i) accept
               any remedy or cure of Seller; (ii) waive its objections and
               proceed to Closing; or (iii) terminate this Purchase Agreement
               and receive a refund of the Deposit as Purchaser's sole and
               exclusive remedy, and neither party shall have any further rights
               or obligations hereunder.

       12.     NOTICES. All notices, demands and requests which may be given or
which are required to be given by either party to the other, and any exercise of
a right of termination provided by this Agreement, shall be in writing and shall
be deemed effective either: (a) on the date personally delivered to the address
below, as evidenced by written receipt therefor, or when sent by facsimile
transmission, as evidenced by fax confirmation, whether or not actually received
by the person to whom addressed; (b) on the third (3rd) business day after being
sent, by certified or registered mail, postage prepaid, return receipt
requested, addressed to the intended recipient at the address specified below;
or (c) on the first (1st) business day after being deposited into the custody of
a nationally recognized overnight delivery service such as Federal Express or
United Parcel Service, addressed to such party at the address specified below.
For purposes of this SECTION 12, the addresses of the parties for all notices
are as follows (unless changed by similar notice in writing given by the
particular person whose address is to be changed):

               If to Seller:       David J. Brewer
                                   Sadkin-Brewer No. 2 Limited Partnership
                                   5220 McKinney Ave., Suite 301
                                   Dallas, Texas 75205
                                   Telephone: (214) 521-7707
                                   Facsimile: (214) 521-7745

<Page>

               with a copy to:     John Goldstone, Esq.
                                   1304 Summit Street, Suite 108
                                   Austin, Texas  78741
                                   Telephone: (512) 707-3186
                                   Facsimile: (512) 707-3188

               If to Purchaser:    Inland Real Estate Acquisitions, Inc.
                                   Attn: Steven Sanders
                                   501 C. Manatee Avenue West
                                   Holmes Beach, Florida 34217
                                   Telephone: (941) 779-1000
                                   Facsimile: (941) 779-2000

               with a copy to:     The Inland Real Estate Group, Inc.
                                   Attn: Dennis K. Holland, Esq.
                                   2901 Butterfield Road
                                   Oak Brook, IL 60523
                                   Telephone: (630) 218-8000
                                   Facsimile: (630) 218-4900

     IN WITNESS WHEREOF, Purchaser and Seller have executed this Addendum as of
the 4 day of February, 2004.


PURCHASER:                              INLAND REAL ESTATE ACQUISITIONS, INC.
                                        By:    /s/ Steven Sanders
                                               ---------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:   SR V.P.
                                               ---------------------------------


SELLER:                                 SADKIN-BREWER NO. 2, LIMITED
                                        PARTNERSHIP
                                        By:         GSDB No. 2, Inc.
                                              ----------------------------------
                                              its   general partner
                                                  ------------------------------
                                              By:     /s/ David J. Brewer
                                                 -------------------------------
                                              Name:   David J. Brewer
                                                    ----------------------------
                                              Title:  President
                                                    ----------------------------

<Page>

                                   EXHIBIT A
                                (TO BE INSERTED)

<Page>

                                    EXHIBIT B

                                LEGAL DESCRIPTION

A certain tract of land located in Section 58, T-7-S, R-1-E, Greensburg Land
District, East Baton Rouge Parish, Louisiana, being more particularly described
as follows:

Commencing from the northwest corner of Parcel No. 5-5-D-1 as shown on right of
way map, State Project No. 450-10-08, Baton Rouge to Gonzales Highway (Junction
Route I-12-Siegen Lane Sec.) by John W. Kellen, Jr., dated July 18, 1969, said
point being the intersection of the southerly right of way of State Project No.
450-10-08 and a section line, which intersects the centerline of said project at
Highway Survey Station 565+52.70, said point also being the Point of Beginning.

Thence proceed along said southerly right of way South 62 DEG.10'18" East a
distance of 201.51 feet; thence continue South 58DEG.27'17" East a distance
of 372.29 feet; thence continue South 53 DEG.33'14" East a distance of 446.84
feet; thence proceed South 28 DEG.26'10" West a distance of 1056.33 feet;
thence proceed North 53 DEG.30'09" West a distance of 250.65 feet; thence
proceed North 23 DEG.59'47" West a distance of 400.00 feet; thence proceed
North 14 DEG.49'47" West a distance of 408.55 feet; thence proceed North 23
DEG.56'46" West a distance of 160.67 feet; thence proceed North 36 DEG.25'06"
East a distance of 26.28 feet; thence proceed North 16 DEG.53'05" West a
distance of 65.85 feet; thence proceed North 28 DEG.25'51" East a distance of
389.73 feet to the Point of Beginning.

All as shown on that certain Map Showing Boundary and Topographic Survey dated
November 1, 1999, revised September 18, 2000 and last revised December 14, 2001
prepared by Michael B. Songy, Reg. No. 04609 of Chenevert, Songy Rodi Soderberg,
a copy of which is attached to the act recorded with the Clerk and Recorder of
Mortgages for East Baton Rouge Parish, Louisiana at Original 106, Bundle 11299;

SAVE AND EXCEPT. PARCEL 8-2-A-1 as shown on the map of ABMD Incorporated
entitled Picardy Avenue Interchange, City Parish Project No. 97-CS-HC-0016,
State Project No. ###-##-####, F. A. P. No. NH-10-3(254)162 of record as
Original 314 of Bundle 11436 of the Official Records in the Office of the Clerk
and Recorder of Mortgages of East Baton Rouge Parish, Louisiana; said parcel
having such measurements and/or dimensions as are depicted on the aforementioned
map.

<Page>

                                    EXHIBIT C

<Page>

ACT OF CASH SALE                               UNITED STATES OF AMERICA

BY                                             PARISH OF EAST BATON ROUGE

SADKIN-BREWER NO. 2                            STAT OF LOUISIANA
LIMITED PARTNERSHIP

TO

_______________________________

     BE IT KNOWN that on the dates and at the places designated below, before
the respective undersigned witnesses and notaries public, duly commissioned and
qualified as such, personally came and appeared

     SADKIN-BREWER NO. 2 LIMITED PARTNERSHIP, a _______________________________
     whose principal office is located at ________________________, appearing
     herein by and through David Brewer, its _________________________, duly
     authorized pursuant to _______________________________________________
     (hereinafter referred to as "Seller"),

who did declare that Seller does, by these presents, sell, transfer and deliver
without warranty of title, except as to the Seller's own acts and deeds, and
with full subrogation to all of Seller's rights and actions of warranty of title
which Seller has or may have against all previous owners and together with all
of Seller's rights of prescription, both liberative and acquisitive, unto:

     [APPEARANCE CLAUSE FOR PURCHASER]

     (hereinafter referred to as "PURCHASER");

to have and to hold, unto for the benefit of Purchaser, and Purchaser's
successors and assigns, the following described property:

     [LEGAL DESCRIPTION OF PROPERTY]

, together with all of Seller's right, title and interest in and to all
buildings, improvements, easements, servitudes, appurtenances, rights,
privileges belonging or appertaining to the property, including, but not limited
to, all of Seller's right, title and interest in and to any land lying in the
bed of any street, road or avenue, opened or proposed, adjoining the property.

     (hereinafter referred to as the "PROPERTY")

     The municipal address of the Property is _____________________________.
     This sale is made and accepted for and in consideration of the sum of ($)
DOLLARS cash in hand paid, the receipt and adequacy of which are acknowledged by
Seller.

<Page>

     Taxes for the year 2004 will be prorated as of the date of sale and paid.

     In accordance with La. R.S. 9:272l(B), from and after the date of this
sale, (a) the name of the person responsible for all property taxes and
assessments is Purchaser, and (b) all property taxes and assessment notices
should be mailed to the following address: _____________________________________
___________________________.

     All parties signing this instrument have declared themselves to be of full
legal capacity.

     All agreements and stipulations herein and all the obligations herein
assumed shall inure to the benefit of and be binding upon the heirs, successors
and assigns of the respective parties, and Purchaser, their heirs, successors
and assigns, shall have and hold the Property in full ownership forever.

     The Property is conveyed subject to the matters set forth on Exhibit "A",
attached hereto,

     The Property will be sold "as is, where is", with all faults, and except as
expressly provided in this Agreement and the Purchase Agreement dated January
_____, 2004 between Seller and Purchaser's assignor, without any warranties,
express or implied, including but not limited to warranties of condition,
fitness for a particular purpose or habitability. Purchaser acknowledges that,
except as expressly provided herein and in the above described Purchase
Agreement, Seller has made no representation, warranty or guaranty, express or
implied, oral or written, past, present or future, of, as to, or including: (i)
the condition or state of repair of the Property, including, without limitation,
any hazardous materials (which includes all substances listed as such by
applicable law, all pollutants or asbestos and naturally-occurring but harmful
substances such as methane or radon) on, in, under, above, upon or in the
vicinity of the Property; (ii) the quality, nature, adequacy, and physical
condition of the Property, including but not limited to, the structural
elements, environmental issues, appurtenances, access, landscaping, parking
facilities and the electrical, mechanical, plumbing, sewage and utility systems
and facilities; (iii) the quality, nature, adequacy and physical condition of
soils and geology and the existence of ground water, (iv) the existence,
quality, nature, adequacy and physical conditions of utilities serving the
Property; (v) the development potential of the Property, its habitability, or
the fitness, suitability or adequacy of Property for any particular purpose;
(vi) the zoning or other legal status of the Property; (vii) the Property or its
operations' compliance with any applicable codes, laws, regulations, statues,
ordinances, covenants, conditions, and restrictions of any governmental or
quasi-governmental entity or of any other person or entity; (viii) the quality
of any labor and materials. Seller and Purchaser agree that this provision shall
survive the execution of this agreement and the closing of the sale of the
Property. Purchaser hereby expressly waives and denounces, any and all rights in
redhibition pursuant to Louisianan Civil Code Article 2520, et seq., the
warranty imposed by Louisiana Civil Code Article 2475(except with respect to
title), and its ability to rescind the sale of the Property or seek a reduction
in the Purchase Price for any reason whatsoever, and Purchaser hereby releases
Seller from any and all liability whatsoever in connection therewith. All
implied warranties with respect to the Property, including those related fitness
for a particular purpose, will be, and are hereby disclaimed by Seller in any
controversy, claim, demand, or litigation arising from or in connection with the
Property. Purchaser hereby acknowledges that the foregoing provisions have been
brought to the

<Page>

attention of Purchaser with and to the terms of these provisions are an integral
part of this sale, without which this sale would not have been entered into by
Seller, and the Purchase Price reflects and takes into consideration these
provisions.

     Purchaser and Seller dispense with the production of any mortgage
certificate, tax receipts or other certificates that may be required by law and
the undersigned Notary is released from any responsibility or liability for not
producing and/or attaching same. The undersigned Notary has not rendered, nor
has he been requested to render, an opinion on the title to the Property
transferred pursuant to this instrument; nor has the undersigned Notary made any
warranty or representation as to the zoning of the Property.


                      --SIGNATURES ON THE FOLLOWING PAGE--

<Page>

     This act has been passed in the Parish of East Baton Rouge, State of
Louisiana on the __________ day of __________, 2004, in the presence of the
undersigned competent witnesses and me, Notary Public, after due reading of the
whole.

WITNESSES:                               SELLER:

----------------------------             SADKIN-BREWER NO. 2 LIMITED
                                         PARTNERSHIP
----------------------------
Printed Name of Witness                  By:
                                                ----------------------------
                                         Name:
                                                ----------------------------
                                         Title:
                                                ----------------------------
----------------------------

----------------------------
Printed Name of Witness

                       -----------------------------------
                                  Notary Public

                       -----------------------------------
                          Printed Name of Notary Public
                            My Commission is for Life

     This act has been passed in the Parish of East Baton Rouge, State of
Louisiana on the __________ day of __________, 2004, in the presence of the
undersigned competent witnesses and me, Notary Public, after due reading of the
whole.

WITNESSES:                               PURCHASER:

----------------------------

----------------------------
Printed Name of Witness                  By:
                                                ----------------------------
                                         Name:
                                                ----------------------------
                                         Title:
                                                ----------------------------
----------------------------

----------------------------
Printed Name of Witness

                       -----------------------------------
                                  Notary Public

                       -----------------------------------
                          Printed Name of Notary Public
                            My Commission is for Life

<Page>

                              EXHIBIT D TO CONTRACT
                                 DEED EXCEPTIONS

1.   Act of Cash Sale into Seller recorded with the Clerk and Recorder of
     Mortgages for East Baton Rouge Parish, Louisiana at Original 106, Bundle
     11299.
2.   Agreement between Eunice K. Sabatier et al and the Parish of East Baton
     Rouge/City of Baton Rouge, for drainage and drainage maintenance purposes,
     recorded with the Clerk and Recorder of Mortgages for East Baton Rouge
     Parish, Louisiana on April 29, 1958 at Original 79, Bundle 4152, as shown
     on that certain Map Showing Boundary and Topographic Survey dated November
     1, 1999, revised September 18, 2000 and last revised December 14, 2001
     prepared by Michael B. Songy, Reg. No. 04609 of Chenevert Songy Rodi
     Soderberg, and attached to the act recorded with the Clerk and Recorder of
     Mortgages for East Baton Rouge Parish, Louisiana at Original 106, Bundle
     11299.
3.   Drainage Easement created by instrument recorded with the Clerk and
     Recorder of Mortgages for East Baton Rouge Parish, Louisiana on November
     20, 1970 at COB 2143, Page 188, as shown on that certain Map Showing
     Boundary and Topographic Survey dated November 1, 1999, revised September
     18, 2000 and last revised December 14, 2001 prepared by Michael B. Songy,
     Reg. No. 04609 of Chenevert Songy Rodi Soderberg, and attached to the act
     recorded with the Clerk and Recorder of Mortgages for East Baton Rouge
     Parish, Louisiana at Original 106, Bundle 11299.
4.   Oil, Gas and Mineral Lease by Eugene Sabatier, et al to J.W. Rettig, Jr.,
     recorded with the Clerk and Recorder of Mortgages for East Baton Rouge
     Parish, Louisiana on May 1, 1976 at Original 320, Bundle 9145. The surface
     rights have been released by Waiver of Surface Rights executed by J.P, Oil
     Company, Inc. dated December 20, 1999 and recorded with the Clerk and
     Recorder of Mortgages for East Baton Rouge Parish, Louisiana on January 7,
     2000 at Original 575, Bundle 11084.
5.   Reciprocal Servitude Agreement and Agreement Imposing Restrictive Covenants
     dated December 17, 2001 between Mall of Louisiana Associates and
     Sadkin-Brewer No. 2 Limited Partnership, recorded with the Clerk and
     Recorder of Mortgages for East Baton Rouge Parish, Louisiana at Original
     110, Bundle 11299, as amended by that certain First Amendment to Reciprocal
     Servitude Agreement and Agreement Imposing Restrictive Covenants dated June
     10, 2003, recorded with the Clerk and Recorder of Mortgages for East Baton
     Rouge in Original 305, Page 11488.
6.   Future Frontage Road as shown on that certain Map Showing Boundary and
     Topographic Survey dated November 1, 1999, revised September 18, 2000 and
     last revised December 14, 2001 prepared by Michael B. Songy, Reg. No. 04609
     of Chenevert Songy Rodi Soderberg, and attached to the act recorded with
     the Clerk and Recorder of Mortgages for East Baton Rouge Parish, Louisiana
     at Original 106, Bundle 11299.
7.   Ten foot (10') utility servitude as shown on that certain Map Showing
     Boundary and Topographic Survey dated November 1, 1999, revised September
     18, 2000 and last revised December 14, 2001 prepared by Michael B. Songy,
     Reg, No. 04609 of Chenevert Songy Rodi Soderberg, and attached to the act
     recorded with the Clerk and

<Page>

     Recorder of Mortgages for East Baton Rouge Parish, Louisiana at Original
     106, Bundle 11299.
8.   Predial Servitude, two foot (2') wide located contiguous to the entire
     eastern boundary of the insured property, specifically for the purpose of a
     "Buffer Zone", having no improvements of any kind constructed on or in the
     Buffer Zone (including without limitation buildings, other structures,
     roadways, sidewalks, driveways, paving, asphalt, concrete and any other
     improvements), no right of access, ingress, egress and passage, created
     pursuant to the Cash Sale dated December 17, 2001 between Mall of Louisiana
     Associates and Sadkin-Brewer No. 2 Limited Partnership, recorded with the
     Clerk and Recorder of Mortgages for East Baton Rouge Parish, Louisiana at
     Original 106, Bundle 11299.
9.   Excavation Agreement dated December 17, 2001 between Mall of Louisiana
     Associates and Sadkin-Brewer No. 2 Limited Partnership, recorded with the
     Clerk and Recorder of Mortgages for East Baton Rouge Parish, Louisiana at
     Original 111, Bundle 11299.
10.  Notice of Contract by and between Sadkin-Breiwer No. 2 Limited Partnership,
     as Owner, and U.S. Builders, Inc. as Contractor, dared December 17, 2001
     and recorded February 14, 2002 with the office of the Clerk of Court and
     Recorder of Mortgages for East Baton Rouge Parish, Louisiana at Original
     873, Bundle 11316.
11.  Extract of Lease dated January 24, 2002 by Sadkin-Brewer No. 2 Limited
     Partnership as Landlord and Cost Plus, Inc. as Tenant, recorded with the
     Clerk and Recorder of Mortgages for East Baton Rouge Parish, Louisiana at
     Original 598, Bundle 11313.
12.  Donation, Dedication of Right(s) of Way and Agreement by and between
     Sadkin-Brewer No. 2 Limited Partnership and The City of Baton Rouge and
     Parish of East Baton Rouge, a Political Subdivision of the State of
     Louisiana.

<Page>

                                    EXHIBIT E

KPMG LLP
Peat Marwick Plaza
303 E Wacker
Chicago, Illinois 60601

Ladies and Gentlemen:

We are writing you at your request to confirm our understanding that your audit
of the Historical Summary of Gross Income and Direct Operating Expenses
(Historical Summary) of _________________ (the Property) for the year ended
December 31, 2003 was made for the purpose of expressing an opinion as to
whether the Historical Summary presents fairly, in all material respects, the
gross income and direct operating expenses in conformity with the cash basis of
accounting. In connection with your audit we confirm, to the best of our
knowledge and belief (which shall be defined as the current actual knowledge of
David J. Brewer, President of the general partner of Sadkin-Brewer No. 2 Limited
Partnership), the following representations made to you during your audit:

1.        We have made available to you:

          a.   All financial records and related data.

          b.   All minutes of the meetings of stockholders, directors, and
          committees of directors, or summaries of actions of recent meetings
          for which minutes have not yet been prepared.

2.        There have been no:

          a.   Instances of fraud involving any member of management or
          employees who have significant roles in internal control.

          b.   Instances of fraud involving others that could have a material
          effect on the Historical Summary.

          c.   Other instances of fraud perpetrated on or within the Property.

          d.   Communications from regulatory agencies concerning noncompliance
          with, or deficiencies in, financial reporting practices that could
          have a material effect on the Historical Summary.

          e.   Violations or possible violations of laws or regulations, the
          effects of which should be considered for disclosure in the Historical
          Summary or as a basis for recording a loss contingency.

<Page>

KPMG LLP
Page 2

3.        There are no:

          a.   Unasserted claims or assessments that our lawyer(s) has (have)
          advised us are probable of assertion and must be disclosed in
          accordance with Statement of Financial Accounting Standards (SFAS) No.
          5, Accounting for Contingencies.

          b.   Material liabilities or gain or loss contingencies that are
          required to be accrued or disclosed by SFAS No. 5.

          c.   Material transactions that have not been properly recorded in the
          accounting records underlying the Historical Summary.

          d.   Events that have occurred subsequent to the balance sheet date
          and through the date of this letter that would require adjustment to
          or disclosure in the Historical Summary.

4.        The Property has complied with all aspects of contractual agreements
          that would have a material effect on the Historical Summary in the
          event of noncompliance.

5.        All income from operating leases is included as gross income in the
          Historical Summary. No other forms of revenue are included in the
          Historical Summary.

Further, we confirm that we are responsible for the fair presentation in the
Historical Summary of Gross Income and Direct Operating Expenses for the year
ended December 31, 2003, in conformity with generally accepted accounting
principles.


Sincerely,

<Page>

                              EXHIBIT F TO CONTRACT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                                  (Agreements)

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter called this
"ASSIGNMENT") is made and entered into effective as of the _____ day of
__________, 200___, between ____________________(the "ASSIGNOR"), a
_______________, and __________ (the "ASSIGNEE"), a _____________.

                                   WITNESSETH:

     That the Assignor, for good and valuable consideration, the receipt of
which is hereby acknowledged, hereby GRANTS, TRANSFERS and ASSIGNS to the
Assignee all of Assignor's right, title and interest in and to (i) only to the
extent they have not been cancelled or terminated, are assignable without the
consent of third parties, and relate solely to the Premises, any contracts,
agreements, warranties, guaranties, indemnities and claims, licenses, permits or
similar documents, telephone exchanges, trade names, marks and other identifying
material, (ii) any and all plans, drawings, specifications, surveys, engineering
reports, and other technical descriptions possessed by Assignor and relating
solely to the Premises, (iii) without recourse or representation of any nature,
any and all claims that Assignor may have against any third party for, among
other things, any errors, omissions or defects in the construction or repair of
the Premises and (iv) the Reciprocal Servitude Agreement and Agreement Imposing
Restrictive Covenants dated December 7, 2001, and recorded with the Clerk and
Recorder of Mortgages for East Baton Rouge Parish, Louisiana at Original 110,
Bundle 11299 (as amended)(collectively the items described in (i) through (iv)
above being herein called the "PROPERTY").

     TO HAVE AND TO HOLD the Property, together with all and singular the
rights, titles, and interests thereto in anywise belonging, to Assignee, its
successors and assigns forever, subject to the matters to which that certain Act
of Cash Sale ("Cash Sale") of even date herewith from Assignor to Assignee
conveying the property described on EXHIBIT A hereto is made subject as fully as
if and for all purposes as if the Property were included and described in the
Cash Sale.

     Assignor has executed this Assignment and GRANTED, TRANSFERRED and ASSIGNED
the Property and Assignee has accepted this Assignment and purchased the
Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES
OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF
ASSIGNOR AND ASSIGNEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR
PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL AND ANY
WARRANTY AGAINST REDHIBITION, VICES AND DEFECTS.

     It is understood and agreed that, by Assignee's execution hereof, Assignee
hereby assumes and agrees to pay and perform all of the terms, covenants,
conditions and obligations of the Assignor or owner of the Premises under or
with respect to the Property arising or accruing on or after the date hereof,
and agrees to indemnify, defend and hold Assignor harmless from and against any
claims, costs or liabilities in connection therewith arising or accruing on or
after the date hereof. Assignee agrees to notify the tenants under the Leases of
the sale of the Premises, that Assignee has purchased the Premises and is
entitled to all rents accruing on or after the date hereof, and that Assignee
has received and assumed responsibility for all Deposits held by Assignor prior
to the date hereof.

     It is understood and agreed that, by Assignor's execution hereof, Assignor
hereby assumes and agrees to pay and perform all of the terms, covenants,
conditions and obligations of the Assignor or owner of the Premises under or
with respect to the Property arising or accruing prior to the date hereof, and
agrees to indemnify, defend and hold Assignee harmless from and against any
claims, costs or liabilities in connection therewith arising or accruing prior
to the date hereof.

<Page>

     EXECUTED as of the date first above written.

                                        ASSIGNOR:


                                        --------------------------------------


                                        By:
                                           -----------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------


                                        ASSIGNEE:


                                        --------------------------------------


                                        By:
                                           -----------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------

Exhibit A - Description of the Land

THE STATE OF TEXAS  Section
                                   Section
COUNTY OF DALLAS    Section


     This instrument was acknowledged before me on ___________, 20__, by
________________, _______________________ of ___________________, a
__________________, on behalf of said ________.


                                                ----------------------------
                                                Notary Public in and for
                                                the State of TEXAS
                                                Printed Name:
                                                             ---------------

My commission expires:
                      -------------

<Page>

THE STATE OF TEXAS  Section
                                   Section
COUNTY OF DALLAS    Section

     This instrument was acknowledged before me on __________, 20___, by
_________________, ______________ of ____________, a ____________________, on
behalf of said ____________________.



                                                ----------------------------
                                                Notary Public in and for
                                                the State of TEXAS
                                                Printed Name:
                                                             ---------------
My commission expires:
                      -------------

<Page>

                                    EXHIBIT A

                                 [INSERT LEGAL]

<Page>

                              EXHIBIT G TO CONTRACT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                                    (Leases)

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter called this
"ASSIGNMENT") is made and entered into effective as of the ______ day of
__________, 200___, between ____________________ (the "ASSIGNOR"), a
____________________, and ______________ (the "ASSIGNEE"), a ______________.

                                   WITNESSETH:

     That the Assignor, for good and valuable consideration, the receipt of
which is hereby acknowledged, hereby GRANTS, TRANSFERS and ASSIGNS to the
Assignee all of Assignor's right, title and interest in and to (i) any and all
leases, franchises, licenses, occupancy agreements, or other agreements,
including without limitation, those certain Leases as described in EXHIBIT B
attached hereto and made a part hereof for all purposes (as amended, the
"LEASES"), demising space in or otherwise relating to the improvements now
existing on the property described on EXHIBIT A, attached hereto and made a part
hereof (the "PREMISES"), and (ii) all security deposits ("DEPOSITS") held by
Assignor under the Leases (collectively the items described in (i) through (ii)
above being herein called the "PROPERTY").

     TO HAVE AND TO HOLD the Property, together with all and singular the
rights, titles, and interests thereto in anywise belonging, to Assignee, its
successors and assigns forever, subject to the matters to which that certain Act
of Cash Sale ("Cash Sale") of even date herewith from Assignor to Assignee
conveying the property described on EXHIBIT A hereto is made subject as fully as
if and for all purposes as if the Property were included and described in the
Cash Sale.

     Assignor has executed this Assignment and GRANTED, TRANSFERRED and ASSIGNED
the Property and Assignee has accepted this Assignment and purchased the
Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES
OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF
ASSIGNOR AND ASSIGNEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR
PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL AND ANY
WARRANTY AGAINST REDHIBITION, VICES AND DEFECTS.

     It is understood and agreed that, by Assignee's execution hereof, Assignee
hereby assumes and agrees to pay and perform all of the terms, covenants,
conditions and obligations of the Assignor or owner of the Premises under or
with respect to the Property arising or accruing on or after the date hereof,
and agrees to indemnify, defend and hold Assignor harmless from and against any
claims, costs or liabilities in connection therewith arising or accruing on or
after the date hereof. Assignee agrees to notify the tenants under the Leases of
the sale of the Premises, that Assignee has purchased the Premises and is
entitled to all rents accruing on or after the date hereof, and that Assignee
has received and assumed responsibility for all Deposits held by Assignor prior
to the date hereof.

     It is understood and agreed that, by Assignor's execution hereof, Assignor
hereby assumes and agrees to pay and perform all of the terms, covenants,
conditions and obligations of the Assignor or owner of the Premises under or
with respect to the Property arising or accruing prior to the date hereof, and
agrees to indemnify, defend and hold Assignee harmless from and against any
claims, costs or liabilities in connection therewith arising or accruing prior
to the date hereof.

<Page>

     EXECUTED as of the date first above written.

                                        ASSIGNOR:


                                        --------------------------------------


                                        By:
                                           -----------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------


                                        ASSIGNEE:


                                        --------------------------------------


                                        By:
                                           -----------------------------------
                                        Name:
                                             ---------------------------------
                                        Title:
                                              --------------------------------

Exhibit A - Description of the Land

THE STATE OF TEXAS Section
                                   Section
COUNTY OF DALLAS   Section


     This instrument was acknowledged before me on ______________, 20___, by
______________, ______________ of ______________, a _________________, on behalf
of said ________.



                                                ---------------------------
                                                Notary Public in and for
                                                the State of TEXAS
                                                Printed Name:
                                                             -------------
My commission expires:
                      -------------

<Page>

THE STATE OF TEXAS  Section
                                   Section
COUNTY OF DALLAS    Section

     This instrument was acknowledged before me on ______________, 20___, by
___________________, ____________________ of ____________________, a
__________________, on behalf of said ______________.


                                                ---------------------------
                                                Notary Public in and for
                                                the State of TEXAS
                                                Printed Name:
                                                             -------------
My commission expires:
                      -------------

<Page>

                                    EXHIBIT A

                                 [INSERT LEGAL]

<Page>

                                   SCHEDULE I

                             DUE DILIGENCE CHECKLIST

--------------------------------------------------------------------------------
                              I. NAME OF PROPERTY:                   Comments

================================================================================
                          II. A. FINANCIAL INFORMATION

     1.   Copy of leases and any guarantees                       ______________

     2.   Current Rent Roll                                       ______________

     3.   Standard Lease Form                                     ______________

     4.   Latest leasing status report

     5.   Summary of recent lease transactions including rate and
          tenant improvement allowances                           ______________

     6.   List of current tenants, if any, on percentage rent
          only or percentage rent in lieu basis                   ______________

     7.   List of specialty license agreements                    ______________

     8.   Pro forma budget and year to date statement.            ______________

     9.   Prior year's general ledger statement + Year-to-date
          statement                                               ______________

     10.  Last year's bills for:
          a.   Real estate taxes                                  ______________
          b.   Insurance
               1)   Liability                                     ______________
               2)   Property                                      ______________
          c.   Reconciliations for CAM/taxes/insurance            ______________
          d.   Statement of current monthly amounts paid by
               tenants for CAM/tax/insurance plus a year-to-date
               balance of amounts paid by each tenant             ______________

     11.  Information related to any recent CAM or TAX Audits,
          including copies of reports                             ______________

     12.  Leakage report of reimbursable expenses by tenant.      ______________

     13.  Base rent collected since August, 2002.                 ______________

     14.  Physical occupancy since August, 2002.                  ______________

     15.  Receivables status/aging report                         ______________

     16.  Tenant sales reports for last three years               ______________

     17.  Tenant financial statements                             ______________

     18.  Lease expirations - next three years                    ______________

          a.   Status of expirations, with kick-outs, with
               respect to renewal                                 ______________

<Page>

--------------------------------------------------------------------------------
                              I. NAME OF PROPERTY:                   Comments

================================================================================
               possibilities                                      ______________

B.   EXPENSE INFORMATION                                          ______________

     1.   Twelve months of consecutive utility bills              ______________
          a.   Water

          b.   Gas

          c.   Electric

          d.   Telephone and dedicated lines, if any              ______________

     2.   Copies of all service agreements, contracts or any
          leases that encumber the property, if any               ______________
          a.   Fire/burglar alarm                                 ______________
          b.   Antenna cable/satellite dish                       ______________
          c.   Cleaning

          d.   Exterminating                                      ______________
          e.   Landscaping                                        ______________
          f.   Scavenger                                          ______________
          g.   Security service                                   ______________
          h.   Snow removal                                       ______________
          i.   Towing                                             ______________
          j.   Union contracts                                    ______________
          k.   Elevator                                           ______________
          l.   Uniform rental                                     ______________
          m.   Water softeners                                    ______________
          n.   Leasing                                            ______________
          o.   Management                                         ______________
          p.   Advertising                                        ______________
          q.   Tax reduction legal fees                           ______________
          r.   Any other service contracts or leases not
               cancelable in 90 days                              ______________

     3.   Capital Improvements                                    ______________
          a.   Capital improvements over the last 36 months,
               if any                                             ______________
          b.   Five-year capital expenditure forecast             ______________
          c.   Assignable warranties

C.   ENVIRONMENTAL REPORTS                                        ______________

     1.   Phase I                                                 ______________

     2.   Other, if any                                           ______________


                                                                  ______________
                                                                  ______________

<Page>

--------------------------------------------------------------------------------
                              I. NAME OF PROPERTY:                   Comments

================================================================================
D.     MISCELLANEOUS                                              ______________

     1.   Code violations, if any
          a.   Current and outstanding                            ______________

          b.   Last 24 months, with compliance                    ______________

          c.   Contact municipalities as to other problems

     2.   Easement/encumbrances: restrictive easement
          agreements/operating easement agreements

     3.   Warranties

     4.   Current tenant contact list                             ______________

     5.   Certificates of insurance from tenants                  ______________

     6.   Current insurance policies (building and common area)   ______________
          a.   Property                                           ______________

          b.   Liability                                          ______________

          c.   Umbrella                                           ______________

     7.   Marketing/leasing brochures                             ______________

     8.   Survey

     9.   Site plan                                               ______________

     10.  Building photographs and aerials                        ______________

     11.  Certificates of Occupancy                               ______________

     12.  Building Plans and Specifications                       ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________

                                                                  ______________