On July 18, 2000, we purchased Gateway Market Center, an existing shopping center containing 231,447 gross leasable square feet. The center is located at the southeast corner of 9th Street North and 77th Avenue in St. Petersburg, Florida. We purchased this property for $21,130,000 with the proceeds of a new mortgage in the amount of $15,637,000. Our acquisition cost is approximately $91.29 per square foot of leasable space. As of July 18, 2000, this property was 100% leased. Five tenants, Beall's, Publix, Home Place of America, Office Depot and TJ Maxx each lease more than 10% of the total gross leasable area of the property.

The distribution level was increased to $.77 per share pre annum, effective August 1, 2000, beginning with the distribution to be paid on September 7, 2000.

As of July 18, 2000, we had sold 8,394,972 shares resulting in gross proceeds of $83,446,544. Inland Securities Corporation, an affiliate of our Advisor, serves as dealer manager of this Offering and is entitled to receive selling commissions and certain other fees, as discussed further in our Prospectus. As of July 18, 2000, we have incurred $7,469,379 of commissions and fees payable to Inland Securities Corporation, which will result in our receipt of $75,977,164 of net proceeds from the sale of those 8,394,972 shares. An additional 143,932 shares have been sold pursuant to our Distribution Reinvestment Program as of July 18, 2000, for which we have received additional net proceeds of $1,367,357. We also pay an affiliate of our Advisor, which is owned principally by individuals who are affiliates of Inland, fees to manage and lease our properties. As of December 31, 1999, we have incurred and paid property management fees of $225,665, of which $203,235 were retained by the mentioned affiliate of our Advisor. Our Advisor may also receive an annual asset management fee of not more than 1% of our average invested assets, to be paid quarterly. As of the end of our last fiscal year ending December 31, 1999, we had not paid or incurred any asset management fees. We may pay expenses associated with property acquisitions of up to .5% of the money that we raise in this Offering but in no event will we pay acquisition expenses on any individual property that exceeds 6% of its purchase price. Acquisition expenses totaling $1,002,960 are included in the purchase prices we have paid for all our properties purchased through July 18, 2000. As of July 18, 2000, we had invested approximately $66,400,000 in properties that we purchased for an aggregate purchase price of approximately $190,000,000, and after expenditures for organization and offering expenses and acquisition expenses and establishing appropriate reserves, as of July 18, 2000, we had net offering proceeds of approximately $3,400,000 available for investment in additional properties.

We are providing this Supplement No. 13 to you in order to supplement our Prospectus. This Supplement updates information in the "Real Property Investments," "Plan of Distribution," "Investment Objectives and Policies," "Compensation Table" and Glossary" sections of our Prospectus and includes the form of Subscription Agreement to elect the deferred commission option as Appendix A. This Supplement No. 13 expands upon, supplements, modifies or supersedes certain information contained in the Prospectus and its Supplement No. 12 dated May 2, 2000 and must be read in conjunction with our Prospectus and that Supplement. Any word that is capitalized in this Supplement but not defined has the same meaning as in our Prospectus.

Gateway Market Center, St. Petersburg, Florida

On July 18, 2000, we purchased an existing shopping center known as Gateway Market Center located on approximately 21 acres and containing 231,447 gross leasable square feet. The center is located at the southeast corner of 9th Street North and 77th Avenue in St. Petersburg, Florida.

We purchased Gateway Market Center from an unaffiliated third party. Our total acquisition cost, including expenses, was approximately $21,130,000. Our total acquisition cost includes $2,800,000 allocated to the purchase of the Home Place of America building. We executed an interest free note to the seller in the amount of $2,800,000 to be paid once Home Place of America begins paying rent, which is expected to occur in August 2000. If the tenant has not begun rent payments by December 2000, we have the right not to close on this portion of the property. The total acquisition cost may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost is approximately $91.29 per square foot of leasable space, which consists of the following:

In evaluating this property as a potential acquisition, we considered a variety of factors including location, demographics, tenant mix, price per square foot, occupancy and the fact that overall rental rates at the shopping center are comparable to market rates. We believe that the shopping center is located within a vibrant economic area. This property will be subject to competition from similar shopping centers within its market area, and its economic performance could be affected by changes in local economic conditions. We did not consider any other factors materially relevant to the decision to acquire this property.

We do not anticipate making any significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.

The center was razed in late 1998, and with the exception of one space (Beall's), which was completely rehabbed, all of the buildings are new. Gateway Market Center was completed in 1999/2000. It is comprised of a single-story, multi-tenant, retail building, two smaller multi-tenant buildings and one larger two tenant building. As of July 18, 2000, this property was 100% leased. The Target retail building and three single-tenant retail buildings are not part of our acquisition.

Five tenants, Beall's (a discount department clothing store), Publix (a grocery store), Home Place of America (a housewares store), Office Depot (an office supply store) and TJ Maxx (a discount clothing store), each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:

For federal income tax purposes, the depreciable basis in this property will be approximately $15,000,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively. Real estate taxes for 1999 (the most recent tax year for which information is generally available) were $168,116. As Gateway Market Center was under development in 1999, the property is subject to reassessment for real estate taxes for subsequent years.

As of July 18, 2000, a total 231,447 square feet was leased to 15 tenants at this property. The following tables set forth certain information with respect to those leases.

This space is leased but the tenant has not begun paying rent.

This column represents annualized base rent. For purposes of this column, we made no assumptions regarding the re-leasing of expiring leases. Therefore, as each lease expires, no amount is included in this column for any subsequent year for that lease.

In view of the assumption made with regard to Total Annual Base Rent as explained in footnote (1), the percentages shown may not be reflective of the expected actual percentages.

The foregoing assumptions should not be deemed indicative of or a prediction of future actual results. It is the opinion of our management that the space for expiring leases will be re-leased at market rates existing at the time of the expiration of those leases.

We received an appraisal which states that it was prepared in conformity with the Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation by an independent appraiser who is a member of the Appraisal Institute. The appraisal reported an "As Is" market value for Gateway Market Center as of June 26, 2000, of $21,200,000. Appraisals are estimates of value and should not be relied on as a measure of true worth or realizable value.

As of July 18, 2000, we had sold 8,394,972 shares resulting in gross proceeds of $83,446,544. Inland Securities Corporation, an affiliate of our Advisor, serves as dealer manager of this Offering and is entitled to receive selling commissions and certain other fees, as discussed further in our Prospectus. As of July 18, 2000, we have incurred $7,469,379 of commissions and fees payable to Inland Securities Corporation, which will result in our receipt of $75,977,164 of net proceeds from the sale of those 8,394,972 shares. An additional 143,932 shares have been sold pursuant to our Distribution Reinvestment Program as of July 18, 2000, for which we have received additional net proceeds of $1,367,357. We also pay an affiliate of our Advisor, which is owned principally by individuals who are affiliates of Inland, fees to manage and lease our properties. As of December 31, 1999, we have incurred and paid property management fees of $225,665, of which $203,235 were retained by the mentioned affiliate of our Advisor. Our Advisor may also receive an annual asset management fee of not more than 1% of our average invested assets, to be paid quarterly. As of the end of our last fiscal year ending December 31, 1999, we had not paid or incurred any asset management fees. We may pay expenses associated with property acquisitions of up to .5% of the money that we raise in this Offering but in no event will we pay acquisition expenses on any individual property that exceeds 6% of its purchase price. Acquisition expenses totaling $1,002,960 are included in the purchase prices we have paid for all our properties purchased through July 18, 2000. As of July 18, 2000, we had invested approximately $66,400,000 in properties that we purchased for an aggregate purchase price of approximately $190,000,000, and after expenditures for organization and offering expenses and acquisition expenses and establishing appropriate reserves, as of July 18, 2000, we had net offering proceeds of approximately $3,400,000 available for investment in additional properties.

Volume Discounts

The last paragraph on page 182 and the schedule on page 183 are deleted and the following is inserted in lieu thereof:

Subject to certain conditions and exceptions explained below, investors making an initial cash investment of at least $1,000,000 through the same Soliciting Dealer may receive, in the form of a volume discount, a reduction of the customary 7% selling commission payable in connection with the purchase of those shares. The volume discount will be in such amount as may be agreed upon between the subscriber and the participating Soliciting Dealer, subject to the approval of the Dealer Manager, but may not exceed 6%. The amount of the selling commissions per share will be reduced by the same proportionate amount as the volume discount may be increased, so that the sum of the selling commissions per share and the volume discount will always equal 7%. For example, if a volume discount of 2% or 3% is agreed upon, then the amount of selling commissions per share would be reduced to 5% or 4%, respectively.

The first paragraph on page 183 is deleted and the following is inserted in lieu thereof:

Any reduction in the amount of the selling commissions in respect of volume discounts received may be credited to the investor in the following three ways: (1) as an actual reduction in the amount of selling commissions, (2) in the form of additional whole shares or fractional shares, or (3) any combination of (1) and (2), as may be agreed upon between the subscriber and the participating Soliciting Dealer, subject to the approval of the Dealer Manager.

For example, if an investor makes a $2 million payment at the time of the initial investment, such investor would be issued a total of 200,000 shares for the initial $2 million cash investment ($2,000,000 divided by $10 per share). If agreed upon by the investor and the participating Soliciting Dealer (and approved by the Dealer Manager), the investor may receive all or a portion of the volume discounts credited to the investor in the form of additional whole shares or fractional shares. If, in the above example, a 2% volume discount is agreed upon, an additional 4,000 shares would be issued for the volume discount ($2,000,000 times the 2% volume discount or $40,000, divided by $10 per share). In all, the investor would receive a total of 204,000 shares. As to sales of shares which receive a volume discount, we will pay the agreed upon selling commissions per share. If, as in the above example, a 2% volume discount (and, thus, a 5% selling commission per share) is agreed upon by the parties, the total selling commissions payable in connection with a $2 million initial investment would be $100,000 ($2,000,000 times the 5% selling commission) or $0.50 per share. Selling commissions are not paid on the shares issued for the volume discount (4,000 shares in the above example). Alternatively, if in the above example, the investor and the participating Soliciting Dealer agree (subject to the approval of the Dealer Manager) that the 2% volume discount will be taken solely in the form of an actual reduction in the amount of selling commissions (rather than in the form of additional shares), the customary selling commissions payable in connection with what would otherwise be a $2 million initial investment, or $140,000 ($2,000,000 times the 7% selling commission), would be reduced by $40,000 ($2,000,000 times the 2% volume discount), resulting in total selling commissions of $100,000. After taking into account the $40,000 reduction in the amount of selling commissions, the investor would be required to make an actual initial cash investment of only $1,960,000 and would receive 200,000 shares.

The agreement between the subscriber and the Soliciting Dealer as to the method of effecting the volume discount and the amount of the volume discount must be set forth in writing in an instrument satisfactory in form and substance to us and to the Dealer Manager.

The following new subsection is inserted preceding the subsection "Other Discounts" on page 184 of our Prospectus:

Determination of the Number of Shares to Be Issued and the Amount of the Deferred Selling Commissions. Subscribers for shares may agree with their participating Soliciting Dealer and the Dealer Manager to have selling commissions due with respect to the purchase of their shares paid over a period of up to six years pursuant to a deferred commission option arrangement. Stockholders electing the deferred commission option will be required to pay a total of $9.40 per share purchased upon subscription, rather than $10 per share, with respect to which $0.10 per share will be payable as selling commissions due upon subscription (based on the number of shares that would have been issued if the deferred commission option had not been elected). For example, for a $100,000 initial investment, 10,638.298 shares will be issued ($100,000 divided by $9.40), and maximum selling commissions of $1,000 would be payable upon subscription ($0.10 times the 10,000 shares which would have been issued for $100,000 if the deferred commission option had not been elected). For each of the up to six years following the subscription, on a date or dates to be determined from time to time by the Dealer Manager (initially contemplated to be monthly as of when distributions are paid), $0.10 per share (based on the number of shares that would have been issued if the deferred commission option had not been elected) will be deducted on an annual basis from cash distributions otherwise payable to the stockholders holding such shares and will be used to pay deferred commission obligations. In the example of an initial cash investment of $100,000, $1,000 would be deducted on an annual basis and used in the above described manner for each of the six years following the subscription. The selling commissions paid upon subscription and in each of the following up to six years will be paid by us to the Dealer Manager, which selling commissions may be reallowed to the Soliciting Dealer by the Dealer Manager. Our net proceeds from this offering will not be affected by the election of the deferred commission option. Under this arrangement, and based on a $10 per share deemed value for each share issued, a stockholder electing the deferred commission option will pay a 1% selling commission upon subscription, rather than a 7% selling commission, and an amount equal to up to a 1% selling commission per year thereafter for up to the next six years will be deducted from cash distributions otherwise payable to the stockholder holding such shares and used to satisfy deferred commission obligations.

As in any volume discount situation, selling commissions are not paid on any shares issued for a volume discount. Therefore, when the deferred commission option is used, no deductions will be made for deferred commission obligations from cash distributions payable on the shares issued for a volume discount, because there will not be any deferred commission obligation as to those particular shares. The number of shares issued, if any, for a volume discount, will be determined as provided above under "Pl

Taxes. Stockholders electing the deferred commission option who are subject to federal income taxation will incur tax liability for cash distributions payable to them with respect to their shares even though such cash distributions will be withheld from the stockholders and will instead be paid to third parties to satisfy deferred commission obligations.

Subscription Agreement. A new form of Subscription Agreement has been adopted for use where the subscriber elects the deferred commission option, which includes a box to check for election of the deferred commission option and a means for the broker-dealer to acknowledge that it agrees to the deferred commission option. The form of the new Subscription Agreement is included as an Appendix to this supplement or to a supplement which accompanies this supplement. Investors who wish to elect the defer omplete and sign the Subscription Agreement/Signature Page to acknowledge its agreement to the deferred commission option. The form of Subscription Agreement included as Appendix C to our Prospectus dated February 11, 1999 will continue to be used for subscribers not electing the deferred commission option.

Authorization to Withhold Cash Distributions. Election of the deferred commission option shall authorize us to withhold cash distributions otherwise payable to such stockholder for the purpose of paying selling commissions due under the deferred commission option; provided, however, that in no event may we withhold in excess of $0.60 per share in the aggregate (lower when the volume discount provisions are also applicable and less than 6% of the selling commissions are deferred) under the deferred c Commission Obligation. In the event that the shares become listed for trading on a national securities exchange or included for quotation on a national market system, or such listing or inclusion is reasonably anticipated to occur at any time prior to the satisfaction of the remaining deferred commission obligations, we shall accelerate the remaining selling commissions due under the deferred commission option. In such event, we shall provide notice of such acceleration to stockholders who have elected the deferred commission option. The amount of the remaining selling commissions due shall be deducted and paid by us out of cash distributions otherwise payable to such stockholders during the time period prior to any such listing of the shares for trading on a national securities exchange or inclusion for quotation on a national market system; provided that, in no event may we withhold in excess of $0.60 per share in the aggregate during the six-year period following the subscription. The maximum amount that may be withheld and the maximum number of years for which selling commissions may be deferred will be lower when the volume discount provisions are also applicable and less than 6% of the selling commissions are deferred. To the extent that the cash distributions during such time period are insufficient to satisfy the remaining deferred selling commissions due, the obligation of us and our stockholders to make any further payments of deferred selling commissions under the deferred commission option shall terminate and the Dealer Manager (and participating Soliciting Dealers if the deferred selling commissions are reallowed to them by the Dealer Manager) will not be entitled to receive any further portion of the unpaid deferred selling commissions following any such listing for trading or inclusion for quotation of our shares.

In addition, if a subscriber elects the deferred commission option and subsequently elects to participate in our Share Repurchase Program or requests that we transfer his or her shares for any other reason prior to the time that the remaining deferred selling commissions have been deducted from cash distributions otherwise payable to that stockholder during the mentioned period of up to six years, then we shall accelerate the remaining selling commissions due under the deferred commission option. In such event, we shall provide notice of such acceleration to the stockholder, and (i) in the case of an election to sell the shares under our Share Repurchase Program, the stockholder will be required to pay to us the unpaid portion of the remaining deferred commission obligation prior to or concurrently with our purchase of the stockholder's shares pursuant to our Share Repurchase Program or we may deduct such unpaid portion of the remaining deferred commission obligation from the amount otherwise due to the stockholder for our purchase of the stockholder's shares under our Share Repurchase Program; or (ii) in the case of a stockholder request that we transfer the shares for any other reason, the stockholder will not be entitled to effect any such transfer until the stockholder first either (a) pays to us the unpaid portion of the remaining deferred commission obligation or (b) provides a written instrument in form and substance satisfactory to us, and appropriately signed by the transferee, to the effect that the proposed transferee agrees to have the unpaid portion of the remaining deferred commission obligation deducted from cash distributions otherwise payable to the transferee during the remaining portion of the specified up to six year period.

Legend. All certificates representing any shares that elect the deferred commission option (including any shares issued for the volume discount in connection with the election of the deferred commission option) will bear a legend referring to the fact that such shares are subject to the terms of the deferred commission option including the withholding of cash distributions otherwise payable to the stockholders for the purpose of paying the deferred selling commission obligation.

Marketing Contribution and Due Diligence Expense Allowance. The marketing contribution of 2% and the due diligence expense allowance of 0.5% will be payable by us on the gross offering proceeds for all of the shares issued based on an assumed price of $10 per share. We will pay those amounts due from the proceeds we receive at the time of the initial investment.

Distributions

The distribution level was increased to $0.77 per share per annum, effective August 1, 2000, beginning with the distribution to be paid on September 7, 2000.

Other Policies

The following new paragraph is inserted preceding the last paragraph under this subcaption on page 106 of our Prospectus:

On July 10, 2000, our Board determined that it would be in the best interests of stockholders to invest approximately $3.5 million in publicly traded cumulative preferred stocks of other REITs with a market value of up to $5 million. As permitted by the Board's authorization, we intend to leverage such investments by purchasing the cumulative preferred stocks on margin of no greater than 30%.

The definition of "Special Sales" on page 204 is revised by the deletion of "(C) the sales of Shares which are entitled to volume discount, with respect to which reduced selling commissions will be paid," and the insertion of the following language in its place: