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EXHIBIT 10.2(b)
Amendment No. 2 to the Advisory Agreement dated October 13, 1996
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AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT
THIS AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT, effective as of
October 13, 1996, is by and between INLAND REAL ESTATE CORPORATION f/k/a INLAND
MONTHLY INCOME FUND III, INC., a Maryland corporation (the "Company"), and
INLAND REAL ESTATE ADVISORY SERVICES, INC., a Maryland corporation (the
"Advisor"). All capitalized terms used herein shall have the same meaning as
set forth in the Company's prospectus dated July 24, 1996 or the Advisory
Agreement dated as of October 14, 1994, as amended (the "Advisory Agreement")
unless the context otherwise requires.
W I T N E S S E T H
WHEREAS, the Company and the Advisor are currently party to
the Advisory Agreement;
WHEREAS, the Advisory Agreement expires on October 13, 1996;
WHEREAS, the Company and the Advisor are desirous of extending
the term of the Advisory Agreement through October 13, 1997; and
WHEREAS, the Board of Directors of the Company has unanimously
approved an extension of the Advisory Agreement.
NOW, THEREFORE, the parties agree as follows for the benefit
of each other party:
1. AMENDMENT. Section 16, as amended as of October 13, 1995
shall be further amended by deleting the first sentence of the first paragraph
of Section 16 and substituting the following:
THEREFORE, this Agreement will continue in force until October
13, 1996 subject to successive one-year renewals with the mutual consent of the
parties including an affirmative vote of a majority of the Independent
Directors.
2. APPLICABLE LAW. This Amendment No. 2 shall be construed in
accordance with and governed by the substantive laws of the State of Maryland.
3. COUNTERPARTS. This Amendment No. 2 may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which shall be considered one in the same instrument.
4. PRIOR AGREEMENT. Except as modified by this Amendment No. 2,
the Advisory Agreement is reaffirmed in all respects, and shall remain in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to the Advisory Agreement to be duly executed as of this 13th day of October,
1996.
INLAND REAL ESTATE CORPORATION f/k/a
INLAND MONTHLY INCOME FUND III, INC.
By:_______________________________________
Title: ________________________________
INLAND REAL ESTATE ADVISORY SERVICES, INC.
By:_______________________________________
Title: ________________________________
