SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 11, 2005

TABLE OF CONTENTS

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SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT (this “ Agreement ”), dated as of October 11, 2005, is made and entered into by and among Minto Builders (Florida), Inc., a Florida corporation (the “ Company ”), Minto Holdings Inc., a Canadian corporation incorporated under the laws of Ontario (“ Minto Holdings ”), Inland American Real Estate Trust, Inc. (“ Inland ”), the holders of common stock, par value $1.00 per share, of the Company (the “ Common Stock ”), listed on Schedule A hereto (the “ Common Stock Holders ”) and the holders of 3.5% Series A redeemable preferred stock, par value $0.01 per share, of the Company (the “ Series A Preferred Stock ”) listed on Schedule A hereto (the “ Series A Holders ”).  The parties hereto (other than the Company) and any other person who shall hereafter acquire shares of Capital Stock (as defined below) or other voting securities of the Company pursuant to the provisions of and subject to this Agreement or the Supplemental Shareholders Agreement, dated as of the date hereof, by and among Inland, the Common Stock Holders and the Series A Holders are sometimes referred to individually as a “ Holder ” and collectively as “ Holders .”

WHEREAS, the Company has entered into a Securities Purchase and Subscription Agreement, dated as of the date hereof, with Inland and the other parties named therein (the “ Purchase Agreement ”) pursuant to which the Company has agreed to issue and sell in several tranches, and Inland has agreed to purchase, for $1,276 per share, 920,000 shares of convertible special voting stock, par value $0.01 per share, of the Company (the “ Voting Stock ”) for an aggregate purchase price of $1,173,920,000 (the “ Transaction ”);

WHEREAS, prior to the Transaction, Minto (Delaware), LLC, a Delaware limited liability company (“ Minto Delaware ”), owns 23,000 shares of the Common Stock and 207,000 shares of Series A Preferred Stock;

WHEREAS, as a result of the Transaction, when fully subscribed, Inland will hold up to 80% of the voting securities and value of the Company;

WHEREAS, the Holders desire to provide herein for certain matters relating to the corporate governance of the Company and to provide for certain actions to be undertaken by the Company.

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Agreement, the following terms shall have the meanings set forth in this Article I:

“ 1031 Exchange ” means the use of the proceeds from the Company’s sales on July 25, 2005 and August 9, 2005 of its residential rental properties located in South Florida to purchase replacement properties of approximately $293,000,000 in a manner that qualifies for like-kind-exchange deferral under Section 1031 of the Code.

“ Agreement ” has the meaning specified in the introductory paragraph to this Agreement.

“ Acquisition Agreements ” has the meaning specified in the Purchase Agreement.

“ Affiliate ” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with the Person specified and with respect to Inland the term “Affiliate” shall include any member of the Inland Group.  For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Arbitrated Claim ” has the meaning specified in Section 5.14.

“ Arbitration Answer ” has the meaning specified in Section 5.14(c).

“ Arbitration Claimants ” has the meaning specified in Section 5.14(c).

“ Arbitration Demand ” has the meaning specified in Section 5.14(c).

“ Arbitration Reply ” has the meaning specified in Section 5.14(c).

“ Arbitration Respondents ” has the meaning specified in Section 5.14(c).

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means each day other than a Saturday, a Sunday or any other day on which banking institutions in the State of Illinois or in the Province of Ontario are authorized or obligated by law or executive order to be closed.

“ Capital Stock ” means the Common Stock, Voting Stock and Series A Preferred Stock.

“ Charter ” means the Second Amended and Restated Articles of Incorporation of the Company, as filed with the State of Florida Department of State on October 11, 2005.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Stock ” has the meaning specified in the introductory paragraph to this Agreement.

“ Common Stock Holders ” has the meaning specified in the introductory paragraph to this Agreement.

“ Company ” has the meaning specified in the introductory paragraph to this Agreement.

“ Holder ” or “ Holders ” has the meaning specified in the introductory paragraph to this Agreement.

“ Inland ” has the meaning specified in the introductory paragraph to this Agreement.

“ Inland Group ” means The Inland Group, Inc., a Delaware corporation, and any direct or indirect wholly-owned subsidiary.

“ Inland Designees ” has the meaning specified in Section 2.1(b).

“ Minto Holdings ” has the meaning specified in the introductory paragraph to this Agreement.

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“ Person ” means an individual, partnership, corporation, association, trust, joint venture, unincorporated organization, limited liability company, joint stock company, and any government, governmental department or agency or political subdivision thereof or any other entity.

“ Property ” means any of the residential rental property then owned by the Company.

“ Purchase Agreement ” has the meaning specified in the Recitals of this Agreement.

“ REIT ” means a real estate investment trust within the meaning of Section 856 of the Code.

“ Series A Designee ” has the meaning specified in Section 2.1(b) of this Agreement.

“ Series A Holders ” has the meaning specified in the introductory paragraph to this Agreement.

“ Series A Preferred Stock ” has the meaning specified in the introductory paragraph to this Agreement.

“ Series C Preferred Stock ” means the Series C Junior Redeemable Preferred Stock, $0.01 par value per share.

“ Sponsored Entity ” means an entity sponsored by Inland Real Estate Investment Corporation, a Delaware corporation, that is (i) a REIT which is a reporting company under the Securities Exchange Act of 1934, as amended, that will not impair the Company’s ability to satisfy the “five or fewer” rule under Sections 856 and 542(a)(2) of the Code or (ii) reasonably approved by the Series A Holders.

“ Subscription Agreement ” means the Series C Preferred Stock Subscription Agreement that the Company has entered into dated as of the date hereof.

“ Transaction ” has the meaning specified in the Recitals of this Agreement.

“ Voting Stock ” has the meaning specified in the Recitals this Agreement.

ARTICLE II

CORPORATE GOVERNANCE

SECTION 2.1.                        Election of Directors; Number of Directors .  At any annual or special shareholders meeting called for such purpose, and whenever the shareholders of the Company act by written consent with respect to the election or removal of directors, each Holder agrees to vote or otherwise give such Holders’ consent in respect of all shares of Capital Stock of the Company (whether now or hereafter acquired) owned by such Holder or as to which such shareholder is entitled to vote, and the Company shall take all necessary and desirable actions within its control, in order to cause:

(a)                                   the authorized number of the directors on the Board to be established and remain at five (5) directors (unless the Board decides to increase such number, provided it is approved by the requisite percentage of the directors);

(b)                                  subject to clause (c) below, the election to the Board of (i) two (2) individuals designated by the Series A Holders (the “ Series A Designees ”) and (ii) three (3) individuals designated by Inland (the “ Inland Designees ”); and

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(c)                                   the Inland Designees not to be removed from the Board at any time prior to June 30, 2006.

Directors shall not be entitled to any compensation from the Company relating to their service to the Company as director.

SECTION 2.2.                        Committees .  To the extent the Board determines to create a committee of the Board, such as an audit committee, a compensation committee or an investment committee, then a majority in interest of the Series A Preferred Stock, voting as a single class, shall be entitled to appoint at least one Series A Designee to serve on each such committees.

SECTION 2.3.                        Removal of Directors .  Except as otherwise provided in Sections 2.4 hereof, each Holder shall not take, and shall cause its Affiliates not to take, any action to remove, with or without cause, any director of the Company; provided, however, that upon the request of any party hereto to remove a director previously designated for nomination by such party, the Holders shall vote, and shall cause its Affiliates to vote, all of the shares of Capital Stock and other voting securities owned by such Holder or such Affiliates, as the case may be (whether now owned or hereafter acquired), or which either is entitled to vote, in favor of (i) the removal of such director and (ii) the election of any replacement director as may be designated by such party, subject to the provisions of Section 2.1 hereof.  If a majority of the Series A Preferred Stock is owned, directly or indirectly, by a Person other than Minto Holdings or an Affiliate of Minto Holdings, then the rights of the Series A Holders pursuant to Article II hereof shall terminate.

SECTION 2.4.                        Vacancies .  In the event a vacancy is created on the Board by reason of the death, removal (in accordance with Section 2.3 above) or resignation of any of the directors, the party that designated such director shall, within fifteen (15) days after the date such vacancy first occurs, designate a nominee to replace such director, and the remaining directors shall meet within thirty (30) days after the date such vacancy first occurs for the purpose of electing such nominee to fill such vacancy.  In the event the remaining directors fail to fill such vacancy or fill such vacancy otherwise than in accordance with the previous sentence, each of the Holders hereby agrees to, and to cause its Affiliates to, cause the Company to hold a special meeting of shareholders and to vote the shares of Capital Stock and other voting securities owned by such Holder or such Affiliates, as the case may be (whether now owned or hereafter acquired), or which either is entitled to vote, at such meeting, in person or by proxy, in favor of removing, if necessary, any director elected to fill such vacancy otherwise than in accordance with previous sentence, and filling such vacancy in accordance with the provisions of Section 2.1 above.  In lieu of holding a special meeting, the Holders may act to remove and replace directors by written consent; provided , that prior to taking such action by written consent, all Holders are given not less than three (3) days prior notice.

SECTION 2.5.                        Restrictions on Other Agreements .  No Holder shall, and each Holder shall cause its Affiliates not to, grant any proxy or enter into or agree to be bound by any voting trust or voting agreement with respect to the Capital Stock owned by such Holder nor shall any Holder, and each Holder shall cause its Affiliates not to, enter into any shareholder agreements or arrangements of any kind with any Person with respect to the Capital Stock owned by such Holder on terms inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Holders or holders of Capital Stock that are n