ASSIGNMENTOF CONTRACT

Exhibit 10.446

ASSIGNMENT OF CONTRACT

This ASSIGNMENT OF CONTRACT (the “Assignment”) is made and entered into this          day of December, 2004 by INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation (“Assignor”) and INLAND WESTERN AVONDALE MCDOWELL, L.L.C., a Delaware limited liability company (“Assignee”).

Assignor does hereby sell, assign, transfer, set over and convey unto Assignee all of its right, title and interest as Purchaser under that certain agreement dated as of August      , 2004, as amended, and entered into by Gateway Pavilions, L.L.C., an Arizona limited liability company, as Seller, and Assignor, as Purchaser (collectively, the “Agreement”), with respect to the sale and purchase of the property described by the Agreement, located in Avondale, Arizona, and known as Gateway Pavilions Shopping Center.

Assignor represents and warrants that it is the Purchaser under the Agreement, and that it has not sold, assigned, transferred, or encumbered such interest in any way to any other person or entity. By acceptance hereof, Assignee accepts the foregoing Assignment and agrees, from and after the date hereof, to (i) perform all of the obligations of Purchaser under the Agreement, and (ii) indemnify, defend, protect and hold Assignor harmless from and against all claims and liabilities arising under the Agreement.