EXHIBIT 10.3.1

FORM OF
FIRST AMENDED AND RESTATED
PROPERTY ACQUISITION AGREEMENT

THIS FIRST AMENDED AND RESTATED PROPERTY ACQUISITION AGREEMENT (this “Agreement”) is entered into as of [                 ] [  ], 2007 by and between Inland Real Estate Acquisitions, Inc., an Illinois corporation (“Acquisitions”), and Inland American 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.”

WHEREAS, the Company is in the business of, among other things, acquiring and managing real estate, primarily retail properties and multi-family, office and industrial buildings located in the United States and Canada, and other Real Estate Assets (as defined below);

WHEREAS, Acquisitions is in the business of acquiring and assisting certain third parties in acquiring assets, such as the Real Estate Assets (as defined below);

WHEREAS, Acquisitions is an indirect wholly-owned subsidiary of The Inland Group, Inc., an Illinois corporation (“The Inland Group”);

WHEREAS, Robert D. Parks is an officer and director of the Company and a stockholder and director of The Inland Group;

WHEREAS, the Company and Acquisitions previously entered into that certain Property Acquisition Agreement, dated August 31, 2005 (the “Original Property Acquisition Agreement”), and it is intended that this Agreement amend and restate the Original Property Acquisition Agreement effective as of and for all periods after the date hereof;

WHEREAS, concurrently with entering into the Original Property Acquisition Agreement, the Company entered into that certain Business Management Agreement, dated August 31, 2005, with an affiliate of Acquisitions;

WHEREAS, concurrent herewith, the Company is entering into the First Amended and Restated Business Management Agreement (as defined below) with an affiliate of Acquisitions; and

WHEREAS, Acquisitions is willing to grant the Company certain rights to acquire Real Estate Assets identified by Acquisitions.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in consideration of the amounts payable to affiliates of Acquisition under the Business Management Agreement, the Parties agree as follows:

1.             Incorporation of Recitals .   By this reference, the recitals set forth above are hereby incorporated into this Agreement as if fully set forth herein.

2.             Definitions .  The following capitalized terms used in this Agreement shall have the following meanings:

(a)           “Business Manager” means Inland American Business Manager & Advisor, Inc., an Illinois corporation.

(b)           “Business Management Agreement” means that certain First Amended and Restated Business Management Agreement of even date herewith by and between the Company and the Business Manager.

(c)           “Community Center” means real estate improved for use as a multi-tenant shopping center with gross leasable retail area exceeding 150,000 square feet but less than 300,000 square feet.

(d)           “Covered Property” means a Community Center, Neighborhood Retail Facility or Single User Property.

(e)           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f)            “Market Area” means the United States and Canada.

(g)           “Neighborhood Retail Facility” means real estate improved for use as a multi-tenant shopping center with gross leasable retail area of not less than 5,000 square feet and not more than 150,000 square feet.

(h)           “Real Estate Asset” means a Covered Property, Subject Property or Real Estate Operating Company.

(i)            “Real Estate Operating Company” means:  (i) any entity that has equity securities registered under Section 12(b) or 12(g) of the Exchange Act; (ii) any entity that files periodic reports under Sections 13 or 15(d) of the Exchange Act; or (iii) any entity that, either itself or through its subsidiaries:

(i)            owns and operates interests in real estate on a going concern basis rather than as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time;

(ii)           has a policy or purpose of reinvesting sale, financing or refinancing proceeds or cash from operations;

(iii)          has its own directors, managers or managing general partners, as applicable; and

(iv)          either: (A) has its own officers and employees that, on a daily basis, actively operate the entity and its subsidiaries and businesses; or (B) has retained the services of an affiliate or sponsor of, or advisor to, the entity to, on a daily basis, actively operate the entity and its subsidiaries and businesses.

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(j)            “Single User Property” means real estate improved for use as a single tenant or commercial property.

(k)           “Subject Property” means any commercial real estate located in the Market Area but excluding Covered Properties.

3.             Right of Refusal .  For and during the term of this Agreement, and until the occurrence of a Right of First Refusal Termination Event (as defined below) with respect to the subject Real Estate Asset, Acquisitions hereby grants to the Company: (i) an exclusive right of first refusal to acquire each and every Subject Property or Real Estate Operating Company identified by Acquisitions; and (ii) subject to the exercise of any prior rights vested in third parties and previously granted by Acquisitions, a right of first refusal to acquire each and every Covered Property.

4.             During the pendency of a right of first refusal granted under Section 3 above, Acquisitions covenants and agrees that it shall not (a) present or offer for sale the subject Real Estate Asset to, (b) forward any information regarding the subject Real Estate Asset to, or (c) pursue the acquisition of the subject Real Estate Asset on behalf or for the benefit of any other pers