0001070764-05-000004 Sample Contracts

December 29, 2004
Letter Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois
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TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT
Due Diligence Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND REAL ESTATE ACQUISITIONS, INC., Illinois Corporation ("Service Provider").

CONSULTING AGREEMENT
Consulting Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 29th day of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (the "REIT"), and Daniel L. Goodwin (the "Consultant").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

This Registration Rights Agreement (the "Agreement") is made and entered into effective as of the 29th day of December, 2004, by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "REIT"), Inland Real Estate Investment Corporation, a Delaware corporation ("IREIC"), and the persons identified on Schedule A attached hereto (the "Schedule A Shareholders"; each of IREIC and the Schedule A Shareholders being hereinafter referred to as a "Shareholder" and collectively the "Shareholders").

INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT
Insurance and Risk • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS INSURANCE AND RISK MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND RISK AND INSURANCE MANAGEMENT SERVICES, INC., an Illinois corporation ("Service Provider").

LEGAL SERVICES AGREEMENT
Legal Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS LEGAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and THE INLAND REAL ESTATE GROUP, INC., an Illinois corporation ("Service Provider").

December 29, 2004
Employment Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

As you know, Inland Retail Real Estate Trust, Inc. (the "Company") has entered into an agreement to acquire, through subsidiaries of the Company, certain entities presently providing business management, advisory and property management services to the Company pursuant to an Agreement and Plan of Merger dated as of September 10, 2004 (the "Merger Agreement"). This letter agreement (the "Agreement") sets forth the terms under which, upon the consummation of transactions set forth in the Merger Agreement (the "Closing"), you agree to be employed by the Company and the Company agrees to employ you.

PROPERTY ACQUISITION AGREEMENT
Property Acquisition Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Illinois

THIS PROPERTY ACQUISITION AGREEMENT (this "Agreement") is entered into as of the 29th day of December, 2004, by and between Inland Real Estate Acquisitions, Inc., an Illinois corporation ("Acquisitions"), and Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"). Acquisitions and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

PROPERTY TAX SERVICES AGREEMENT
Property Tax Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS PROPERTY TAX SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INVESTORS PROPERTY TAX SERVICES, INC., an Illinois corporation ("Service Provider").

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

This Trademark License Agreement ("Agreement"), dated as of December 29, 2004 (the "Effective Date"), is entered by and between The Inland Real Estate Group, Inc., an Illinois corporation with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Licensor"), and Inland Retail Real Estate Trust, Inc., a Maryland corporation, with its principal place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("Licensee").

PERSONNEL SERVICES AGREEMENT
Personnel Services Agreement           this Personnel Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS PERSONNEL SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND PAYROLL SERVICES, INC., an Illinois corporation ("Service Provider").

OFFICE AND FACILITIES MANAGEMENT SERVICES AGREEMENT
Office and Facilities • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS OFFICE AND FACILITIES MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and among INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND OFFICE MANAGEMENT AND SERVICES, INC., Illinois corporation ("IOM"), and INLAND FACILITIES MANAGEMENT, INC., an Illinois corporation ("IFMI"; and together with IOM, "Service Provider").

computer SERVICES AGREEMENT
Computer Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS COMPUTER SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND COMPUTER SERVICES, INC., an Illinois corporation ("Service Provider").

SOFTWARE LICENSE AGREEMENT
Software License Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

This Software License Agreement (the "Agreement"), dated as of December 29, 2004 (the "Effective Date"), is entered by and between Inland Computer Services, Inc., an Illinois corporation ("Licensor"), and Inland Retail Real Estate Trust, Inc., a Maryland corporation ("Licensee").

COMMUNICATIONS SERVICES AGREEMENT
Communications Services Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts

THIS COMMUNICATIONS SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 29th of December, 2004, by and between INLAND RETAIL REAL ESTATE TRUST, INC., a Maryland corporation ("Client"), and INLAND COMMUNICATIONS, INC., an Illinois corporation ("Service Provider").

INDEMNIFICATION AGREEMENT (Advisor)
Indemnification Agreement • January 4th, 2005 • Inland Retail Real Estate Trust Inc • Real estate investment trusts • Delaware

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of December 29, 2004, by and between Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), and the undersigned, an individual (the "Indemnitee").

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