Store No. 3957

                                                           Crossville, Tennessee



                  REAL ESTATE PURCHASE AND LEASEBACK AGREEMENT



     This Real Estate Purchase and Leaseback Agreement ("AGREEMENT") is made by

and between ECKERD CORPORATION, a Delaware corporation ("SELLER") and INLAND

REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, or its designee or

nominee ("PURCHASER"). In consideration of the mutual covenants and agreements

contained in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is acknowledged, the parties agree as follows:



1.   THE PROPERTY.



     1.1    Seller agrees to sell and Purchaser agrees to purchase, upon and

subject to the terms and conditions set forth in this Agreement, certain

improved land located at the northeast corner of Main Street and U.S. 70, and

situated in the City of Crossville, County of Cumberland, State of Tennessee, as

legally described on the attached EXHIBIT "A" ("PROPERTY"). Contemporaneously

with the purchase and sale of the Property as contemplated in this Agreement,

Purchaser shall lease the Property to Seller pursuant to a Lease Agreement

("LEASE") in substantially the same form as that attached as EXHIBIT "B."



2.   PURCHASE PRICE.



     2.1    The purchase price for the Property is Two Million Six Hundred

Twenty Five Thousand and No/100 Dollars ($2,625,000.00) as adjusted pursuant to

this Agreement ("PURCHASE PRICE"). The Purchase Price shall be paid in federal

funds by Purchaser to the Title Insurer/Escrow Agent for the benefit of Seller

at Closing by wire transfer. The Purchase Price shall be increased to include

the closing costs paid by Seller pursuant to Section 10.1 of this Agreement.



     2.2    The annual Rent under the Lease has been calculated by multiplying

the Purchase Price for the Property by a rate of 8.30% with a fifty-cent ($0.50)

per square foot increase for each successive option period.



3.   EARNEST MONEY.



     3.1    Within ten (10) days of the Effective Date of this Agreement,

Purchaser shall deposit the sum of Twenty Five Thousand and No/100 Dollars

($25,000.00) as earnest money ("EARNEST MONEY") with LandAmerica National

Commercial Services, 10 South LaSalle Street, Suite 2500, Chicago, Illinois

60603, Attention Thomas M. Gray, VP National Accounts ("TITLE INSURER/ESCROW

AGENT"), which sum shall be held for the benefit of Seller by Title

Insurer/Escrow Agent in escrow, subject to disbursement in accordance with the

terms and provisions of this Agreement. Provided that Purchaser furnishes Title

Insurer/Escrow Agent



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with a form W-9 containing Purchaser's Social Security Number or U.S. Taxpayer

Identification Number as the case may be, and any necessary escrow documents,

the Earnest Money shall be held by Title Insurer/Escrow Agent in an

interest-bearing money market savings account, and interest earned on the

Earnest Money shall be reported under Purchaser's Social Security Number or U.S.

Taxpayer Identification Number, as the case may be.



     3.2    Except as otherwise provided in this Agreement, at Closing, the

Earnest Money and interest accrued thereon, if any, shall be returned to

Purchaser upon the Purchaser's delivery of the Purchase Price, plus or minus

prorations, to the Title Insurer/Escrow Agent by certified or cashier's check or

by wire transfer. Notwithstanding anything in this Agreement to the contrary,

the Earnest Money, and any accrued interest on it, shall be refunded to

Purchaser in the event Purchaser terminates this Agreement as provided in this

Agreement.



4.   TITLE AND SURVEY MATTERS.



     4.1    As soon as practicable after the Closing Date, Seller shall deliver

to Purchaser a standard owner's policy of title insurance issued by the Title

Insurer/Escrow Agent ("TITLE POLICY"). The Title Policy shall insure marketable

title to the Property in the amount of the Purchase Price, free and clear of all

liens, encumbrances and exceptions whatsoever, save and except only for those

easements, restrictions and other matters of record affecting title to the

Property which are Permitted Exceptions (as hereinafter defined).



     4.2    Purchaser shall have until the end of the Due Diligence Period (as

hereinafter defined) in which to review the title commitment and as-built survey

to be delivered by Seller pursuant to Section 5.1, and to obtain any

modifications, endorsements or other revisions to either the title commitment or

the survey required by Purchaser, at Purchaser's cost. If Purchaser is unable to

obtain any modification, endorsement or other revision to the title commitment

or survey required by Purchaser, or if any items remain on the title commitment

or survey which are not acceptable to Purchaser ("UNPERMITTED EXCEPTIONS"), then

on or before the end of the Due Diligence Period, Purchaser shall so notify

Seller (an "OBJECTION NOTICE"). Seller has a period of ten (10) days after the

date of the Objection Notice in which Seller, using good faith efforts, shall

attempt to remove such Unpermitted Matters or remedy same in a manner

satisfactory to Purchaser in its sole and absolute discretion, or have the Title

Insurer/Escrow Agent commit to insure against loss or damage that may be

occasioned by such exceptions (in endorsements satisfactory to Purchaser). If

Seller does not cure any Unpermitted Exceptions to Purchaser's satisfaction

within such period, then Purchaser may either (a) terminate this Agreement by

giving written notice to Seller of such termination not later than five (5) days

following the end of the ten (10) day cure period, in which event the Earnest

Money, and all interest earned thereon, shall be returned to Purchaser and

neither party shall have any further obligations or liabilities hereunder or (b)

accept such Unpermitted Exceptions. Any item not specified in the Objection

Notice or subsequently accepted by Purchaser shall be a "PERMITTED EXCEPTION".

Seller shall be obligated to remove prior to Closing all mortgages and other

liens or encumbrances of a definite or ascertainable monetary amount, and if

Seller fails to do so, Purchaser may elect to terminate this Agreement. At the

Closing, and as a further condition of Purchaser's performance of its

obligations hereunder, Seller shall cause the Title Insurer/Escrow Agent to

deliver to Purchaser the Title Policy or a marked-up and signed commitment to

deliver same.



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5.   DUE DILIGENCE INFORMATION.



     5.1    Within ten (10) days of the Effective Date, or as soon as possible

thereafter (if such documentation is not completed or received by Seller within

such ten (10) day period), Seller shall provide Purchaser with the following

information: (a) the Lease, in substantially the same form as that attached as

EXHIBIT "B" proposed by Seller to be executed by the parties; (b) environmental

reports pertaining to the Property in Seller's possession (Seller will not be

required to obtain new environmental reports); (c) tax data for the Property, if

available; (d) the most recent boundary survey of the Property available; (e) an

irrevocable commitment for the Title Policy issued by the Title Insurer/Escrow

Agent and copies of all exception documents in Seller's possession; and (f) an

As-Built Survey of the Property (collectively, "DUE DILIGENCE INFORMATION").



6.   DUE DILIGENCE PERIOD.



     6.1    Purchaser shall have thirty (30) days from the Effective Date (the

"DUE DILIGENCE PERIOD") to review the Due Diligence Information and to conduct

all tests, inspections, feasibility and other studies and all other

investigations concerning the Property that Purchaser requires (including,

without limitation, environmental tests and assessments, inspection of the

physical condition of the Property, appraisals, surveys, and investigation of

zoning and other legal requirements) to determine whether the Property is

satisfactory to Purchaser, and to notify Seller in writing of any specific

objections to it. In the event Purchaser decides not to purchase the Property

based upon Purchaser's review of the Due Diligence Information or other

investigations, Purchaser shall so notify Seller in writing within the Due

Diligence Period. Thereafter, this Agreement shall be considered terminated,

null and void, and neither party shall have any further obligation one to the

other, and the Earnest Money, and any interest earned thereon, shall be returned

to Purchaser and neither party shall have any further obligations or liabilities

hereunder. If Purchaser does not so notify Seller within the Due Diligence

Period, the parties will proceed to Closing in the manner described in this

Agreement.



     6.2    Purchaser's obligation to acquire the Property and consummate the

other transactions contemplated hereunder shall be conditioned on satisfaction

of the following requirements (the "CONSTRUCTION CONDITIONS").



            (a)  Seller having obtained and delivered to Purchaser a final,

unconditional certificate of occupancy from the City of Crossville, Tennessee

and any other applicable governmental authority with respect to all of the

Property;



            (b)  Seller having obtained and delivered to Purchaser a certificate

of completion, signed by an independent architect and independent engineer,

indicating that all improvements shown on the Plans and Specifications have been

completed and are in compliance with all applicable governmental rules,

ordinances, regulations and requirements; and,



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            (c)  Seller having taken possession of all of its leasehold premises

as described in the Lease, opened for business to the public, and, concurrent

with the Closing, commenced full payment of rents and other charges pursuant to

the Lease.

            (d)  Seller shall use best efforts to complete the Construction

Conditions on or before March 31, 2004. If the Construction Conditions have not

been completed on or before March 31, 2004, then Purchaser may terminate this

Agreement by giving written notice to Seller of such termination. Upon the

termination of the Agreement pursuant to this Section 6.2, the Earnest Money,

and all interest earned thereon, shall be returned to Purchaser and neither

party shall have any further obligations or liabilities hereunder.



7.   INTENTIONALLY DELETED.



8.   DELIVERIES AT CLOSING.



     8.1    At the time of Closing, Seller shall deliver the following original

documents:



            8.1.1   A special warranty deed conveying good and marketable title

to the Property to Purchaser free and clear of all liens, encumbrances and

exceptions whatsoever, save and except only for the Permitted Exceptions;



            8.1.2   A quitclaim bill of sale conveying all of Seller's right,

title and interest in any personal property used in the operation of the

Property to Purchaser free and clear of all liens, security interests and

adverse claims;



            8.1.3   An appropriate "Seller's Affidavit" so as to enable Title

Insurer/Escrow Agent to delete the "standard" exceptions for such matters from

the Title Policy and otherwise insure any "gap" period occurring between the

closing and the recordation of the closing documents;



            8.1.4   An appropriate FIRPTA Affidavit or Certificate by Seller,

evidencing that Seller is not a foreign person or entity under Section

1445(f)(3) of the Internal Revenue Code, as amended;



            8.1.5   A duly executed counterpart of the closing statement;



            8.1.6   An executed Lease in substantially the same form as the

attached EXHIBIT "B";



            8.1.7   A duly executed counterpart of a Memorandum of Lease, in

recordable form, acceptable to Purchaser in form and in substance;



            8.1.8   A certificate executed by Seller confirming that the

representations and warranties made by Seller in this Agreement remain true and

correct as of the Closing Date;



            8.1.9   A certificate of insurance, evidencing the insurance

coverages required to be provided by Seller pursuant to the Lease, acceptable to

Purchaser in form and substance;



            8.1.10  An executed tenant estoppel certificate and executed

subordination,



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nondisturbance and attornment agreement in the forms required by the Lease or as

otherwise may be acceptable to the parties;



            8.1.11  An estoppel certificate, in form and substance acceptable to

Purchaser, stating that there are no defaults under any reciprocal easement

agreements, operating agreements, declarations, or similar documents affecting

the Property ("REA DOCUMENTS"), executed by all parties ("REA PARTIES") to any

such REA Documents; and



            8.1.12  Such other closing documents as are reasonably necessary and

proper in order to consummate the transaction contemplated by this Agreement

including, without limitation, lien waivers showing that all bills and invoices

for all work on the Property or otherwise have been paid, and that lien waivers

from all mechanics and materialmen have been obtained.



     8.2    At the time of Closing, Purchaser shall deliver the following

original documents;



            8.2.1   An executed Lease in substantially the same form as the

attached EXHIBIT "B";



            8.2.2   A duly executed counterpart of the closing statement;



            8.2.3   A duly executed counterpart of a Memorandum of Lease, in

recordable form, acceptable to Seller in form and substance; and



            8.2.4   Such other closing documents as are reasonably necessary and

proper in order to consummate the transaction expressed in this Agreement.



9.   CLOSING.



     9.1    The Purchase Price and the executed closing documents described

above shall be delivered, and the purchase and sale transaction expressed in

this Agreement shall otherwise be consummated ("CLOSING") on a date which is

mutually agreeable to Seller and Purchaser, but in any event not later than 10

days following the latest of: (a) the end of the Due Diligence Period, (b) the

satisfaction of the Construction Contingencies, or (c) the end of the period in

which Purchaser may terminate this Agreement pursuant to Section 4.2 ("CLOSING

DATE"). The Closing shall occur at the offices of Title Insurer/Escrow Agent or

at such other location as is mutually agreeable to Purchaser and Seller.

Notwithstanding any other provision of this Agreement to the contrary, should

the parties fail to close on or before May 1, 2004 through no fault of

Purchaser, Purchaser may terminate this Agreement by written notice to Seller

and receive a refund of the Earnest Money and interest earned on it.



     9.2    The Closing is expressly conditioned upon the contemporaneous

execution and delivery by each party to the other of the Lease in substantially

the same form as the attached EXHIBIT "B".



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10.  CLOSING COSTS.



     10.1   Seller shall pay all transfer taxes, escrow fees, the premium for

the Title Policy, the cost of recording the special warranty deed, and any other

closing costs and expenses necessary to transfer title of the Property to

Purchaser, but all such costs may be added to the Purchase Price, and the rent

payable under the Lease shall be increased as specified in this Agreement.

Purchaser shall pay all fees necessary pertaining to placing a mortgage on the

Property.



     10.2   Purchaser and Seller shall pay their own attorney's fees.



11.  PRORATIONS.



     11.1   Through the date of Closing, Seller shall pay any ad valorem taxes,

assessments, and all other operating and maintenance costs pertaining to the

Property (including any charges, fees or assessments, if any, levied or assessed

on or against the Property pursuant to any REA Document). After the date of

Closing, the parties shall be responsible for all such costs, expenses and taxes

in the manner expressed in the Lease.



12.  COMMISSIONS.



     12.1   Purchaser and Seller warrant and represent to each other that except

for Steve Regenstrief of Marcus & Millichap, there were no other brokers

involved in this transaction. Should this transaction close successfully a

commission of 2% of the total purchase price shall be payable to Marcus &

Millichap upon close of escrow. Purchaser and Seller agree that in the event of

a breach of this warranty and representation, the offending party shall

indemnify and hold the non-offending party harmless with respect to any loss or

claim for brokerage commission, including all attorneys' fees and costs of

litigation through appellate proceedings. This Section of the Agreement shall

expressly survive Closing under this Agreement and any earlier termination of

this Agreement.



13.  PROPERTY SOLD "AS-IS".



     13.1   Except as expressly set forth in this Agreement, the Property shall

be sold and conveyed by Seller and accepted by Purchaser in "AS IS" condition

without any warranty or representation whatsoever on the part of Seller, express

or implied, as to its condition, classification, past or present use, or

merchantability, fitness or suitability for any particular purpose, use, design,

construction or development, including without limitation any warranty or

representation as to surface or subsurface condition, zoning, or the

sufficiency, accessibility and capacity of utilities for Purchaser's intended

use of the Property, it being agreed that all such risks are to be borne by

Purchaser and that Purchaser is relying solely on its own inspection and

investigation of the Property with respect to such risks and not on any

statement, representation or warranty made by Seller or anyone acting or

claiming to act on behalf of Seller.



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14.  REPRESENTATIONS AND WARRANTIES.



     14.1   Each party warrants and represents to the other that this Agreement

constitutes the valid and binding obligation of each party, enforceable against

each party in accordance with the Agreement's terms. All actions required to be

taken by each party to authorize it to enter into and carry out this Agreement

have been, or prior to the date of Closing shall be, duly and validly taken.



     14.2   Seller represents and warrants to Purchaser that:



            (a)  Seller has full power and authority to enter into this

Agreement, bind Seller and the Property to the commitments made hereunder, and

convey or cause the conveyance of the Property to Purchaser.



            (b)  The execution, delivery and performance by Seller of this

Agreement shall not constitute or cause a default or breach of any agreement or

undertaking of Seller or concerning the Property.



            (c)  No person or entity, except Purchaser, has been granted any

options, rights of first refusal or other purchase rights with respect to the

Property.



            (d)  No portion of the Property has been condemned or otherwise

taken by any public authority, and Seller has no knowledge that any such

condemnation or taking is threatened or contemplated.



            (e)  To the best of Seller's knowledge, the Property is not in

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