INDEMNIFICATION AGREEMENT

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EXHIBIT 10.5

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this "Agreement"), dated as of [__________]

[__], 2005, is made by and between Inland American Real Estate Trust, Inc., a

Maryland corporation (the "Company" or the "Indemnitor"), as indemnitor, and the

director, officer, employee or agent of the Company executing this Agreement as

of or subsequent to the date hereof whether by separate instrument, counterpart

or otherwise, as indemnitee (the "Indemnified Party"). Capitalized terms used

herein but not otherwise defined herein shall have the meanings ascribed to them

in the Company's Articles of Incorporation (as amended or restated from time to

time, the "Articles").

R E C I T A L S

A. The Company was formed on October 4, 2004, and intends to operate as a

real estate investment trust (a "REIT") for federal and state income tax

purposes.

B. The Articles and the Company's Bylaws (as amended or restated from

time to time, the "Bylaws") authorize the Company to indemnify and advance

expenses to the Indemnified Party, subject to certain limitations and

conditions.

C. The Indemnified Party has requested that the Company enter into a

contract for indemnity and advancement of expenses pursuant to the applicable

sections of the Articles and Bylaws, and the Company is willing to enter into

such a contract.

NOW, THEREFORE, in consideration of the mutual covenants and conditions

hereinafter contained, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

agree as follows:

1. COMPANY INDEMNIFICATION OF THE INDEMNIFIED PARTIES.

(a) Subject to paragraphs (b), (c) and (d) of this SECTION 1, the

Company shall, to the fullest extent permitted by Maryland statutory or

decisional law, as amended or interpreted, and, without limiting the

generality of the foregoing, in accordance with Section 2-418 of the

Maryland General Corporation Law, indemnify and pay, advance or reimburse

reasonable expenses to the Indemnified Party from and against any liability

or loss to which the Indemnified Party may become subject or which the

Indemnified Party may incur by reason of his or her services as a director,

officer, employee or agent of the Company.

(b) The Company shall not indemnify nor pay, advance or reimburse

expenses to the Indemnified Party unless:

(i) the Indemnified Party has determined, in good faith, that

the course of conduct which caused the liability or loss was in the

best interest of the Company;

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(ii) the Indemnified Party was acting on behalf of or performing

services on the part of the Company;

(iii) the liability or loss was not the result of negligence or

misconduct on the part of the Indemnified Party except that in the

event the Indemnified Party is or was an Independent Director, the

liability or loss shall not have been the result of gross negligence

or willful misconduct;

(iv) the indemnification or agreement to be held harmless is

recoverable only out of the Net Assets of the Company and not from the

Stockholders; and

(v) in respect to an indemnification or reimbursement of legal

fees, the requisite Board of Directors, special legal counsel or

stockholders determination has been made that indemnification or

reimbursement is proper.

(c) Notwithstanding anything to the contrary in paragraph (b) above,

the Company shall not indemnify the Indemnified Party for liabilities or

losses arising from or out of an alleged violation of federal or state

securities laws by the Indemnified Party unless one or more of the

following conditions are met:

(i) there has been a successful adjudication on the merits of

each count involving alleged securities law violations as to the

Indemnified Party;

(ii) the claims have been dismissed with prejudice on the merits

by a court of competent jurisdiction as to the Indemnified P